Collateral Agreement [Amended and Restated] (2014)Full Document 

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EXECUTION VERSION

AMENDED AND RESTATED COLLATERAL AGREEMENT

made by

UNIVERSAL HEALTH SERVICES, INC.

and certain of its Subsidiaries,

the Authorized Representatives and

JPMorgan Chase Bank, N.A.,

as Collateral Agent

Dated as of August 7, 2014


TABLE OF CONTENTS

Page

SECTION 1.

DEFINED TERMS

2

1.1

Definitions

2

1.2

Other Definitional Provisions

9

SECTION 2.

GRANT OF SECURITY INTEREST

9

SECTION 3.

REPRESENTATIONS AND WARRANTIES

11

3.1

Title; No Other Liens

11

3.2

Perfected First Priority Liens

11

3.3

Jurisdiction of Organization; Chief Executive Office

11

3.4

[Reserved]

11

3.5

Farm Products

11

3.6

Investment Property

11

3.7

Intellectual Property

12

3.8

Commercial Tort Claims

12

SECTION 4.

COVENANTS

13

4.1

Delivery of Instruments, Certificated Securities and Chattel Paper

13

4.2

Maintenance of Insurance

13

4.3

Maintenance of Perfected Security Interest; Further Documentation

13

4.4

Changes in Name, etc.

13

4.5

Investment Property

13

4.6

Intellectual Property

14

4.7

Commercial Tort Claims

16

SECTION 5.

REMEDIAL PROVISIONS

16

5.1

Certain Matters Relating to Receivables

16

5.2

Communications with Obligors; Grantors Remain Liable

16

5.3

Pledged Stock

17

5.4

Proceeds to be Turned Over To Collateral Agent

18

5.5

Application of Proceeds

18

5.6

Code and Other Remedies

19

5.7

Registration Rights

20

5.8

Subordination

21

5.9

Deficiency

21

SECTION 6.

THE COLLATERAL AGENT

21

6.1

Collateral Agent’s Appointment as Attorney-in-Fact, etc.

21

6.2

Duty of Collateral Agent

22

6.3

Execution of Financing Statements

22

6.4

Authority of Collateral Agent

23

6.5

Appointment and Authorization

23

6.6

Collateral Agent and Affiliates

23

6.7

Action by Collateral Agent

24

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SECTION 7.

INTERCREDITOR PROVISIONS

25

7.1

Actions with Respect to the Common Collateral; Restrictions

25

SECTION 8.

MISCELLANEOUS

26

8.1

Amendments in Writing

26

8.2

Notices

26

8.3

No Waiver by Course of Conduct; Cumulative Remedies

27

8.4

Successors and Assigns

27

8.5

Counterparts

27

8.6

Severability

27

8.7

Section Headings

27

8.8

Integration

27

8.9

GOVERNING LAW

27

8.10

Submission To Jurisdiction; Waivers

27

8.11

Acknowledgements

28

8.12

Additional Grantors

28

8.13

Releases

28

8.14

Amendment and Restatement

30

8.15

WAIVER OF JURY TRIAL

30

SECTION 9.

ADDITIONAL LIEN OBLIGATIONS

30

SCHEDULES

Schedule 1 Notice Addresses
Schedule 2 Investment Property
Schedule 3 Perfection Matters
Schedule 4 Jurisdictions of Organization and Chief Executive Offices
Schedule 5 Intellectual Property

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AMENDED AND RESTATED COLLATERAL AGREEMENT

AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of August 7, 2014, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), the Authorized Representatives (as defined below) and JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the "Collateral Agent").

PRELIMINARY STATEMENTS:

WHEREAS, reference is made to that certain Credit Agreement, dated as of November 15, 2010 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Universal Health Services, Inc. (the "Borrower"), the banks and other financial institutions or entities (the "Lenders") from time to time parties thereto, the Administrative Agent and the other agents named therein;

WHEREAS, reference is made to the Borrower’s 7.125% senior notes due 2016 (the "7.125% Senior Notes") issued pursuant to that certain Indenture dated as of January 20, 2000, as supplemented by the Supplemental Indenture dated as of June 20, 2006 (as further amended, supplemented or otherwise modified from time to time, the "2006 Indenture"), between the Borrower and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A.), as trustee (in such capacity, the "2006 Trustee");

WHEREAS, reference is made to the Borrower’s 3.750% senior secured notes due 2019 (the "2019 Senior Notes") and the Borrower’s 4.750% senior secured notes due 2022 (the "2022 Senior Notes") issued pursuant to that certain Indenture dated as of August 7, 2014 (as amended, supplemented or otherwise modified from time to time, the "2014 Indenture") among the Borrower, certain other parties and MUFG Union Bank, N.A., as trustee (in such capacity, the "2014 Trustee");

WHEREAS, from time to time after the date hereof, the Grantors may, subject to the terms and conditions of the Lien Documents (as defined below), incur Additional Lien Obligations (as defined below)), which are pari passu in right of payment to the other Obligations (as defined below) and secured equally and ratably with the other Obligations by the Common Collateral (as defined below); and

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement and has derived substantial direct and indirect benefit from the issuance of the Senior Notes; and

WHEREAS, it is a requirement of the 2006 Indenture that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties (as defined below);

NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties (as defined below), as follows:


SECTION 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

(b) The following terms shall have the following meanings:

"Additional Authorized Representative" has the meaning assigned to such term in Section 9.

"Additional Authorized Representative Joinder Agreement" means a supplement to this Agreement substantially in the form of Annex 3 hereto.

"Additional Lien Documents" means the indentures, loan agreements, guarantees or other agreements under which Additional Lien Obligations are issued or incurred and all other notes, instruments, agreements and other documents evidencing or governing Additional Lien Obligations or providing any guarantee, lien or other right in respect thereof.

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