renewed or replaced from time to time), among the borrowers
identified therein, UHS Receivables Corp., as Collection Agent, UHS
of Delaware, Inc., as Servicer, Universal Health Services, Inc., as
Performance Guarantor, PNC Bank, National Association, as LC Bank
and Administrative Agent, and the certain other parties thereto and
(b) each of the Receivables Sale Agreements referred to in
such Amended and Restated Credit and Security Agreement, between
the respective Grantors and “Buyers” specified therein, in each
case, as the same may be amended or otherwise modified from time to
“Fair Market Value” means, with respect to any asset or liability,
the fair market value of such asset or liability as determined by
Senior Management of the Issuer in good faith; provided that if the
fair market value exceeds $10.0 million, such determination
shall be made by the Board of Directors of the Issuer or an
authorized committee thereof in good faith (including as to the
value of all non-cash
assets and liabilities).
“First Lien Collateral Agent” shall mean JPMorgan Chase Bank, N.A.,
in its capacity as collateral agent for the lenders and other
secured parties under the Senior Credit Facility, the Indentures
and the other First Lien Documents, together with its successors
and permitted assigns exercising substantially the same rights and
powers and, in each case, provided that if such First Lien
Collateral Agent is not JPMorgan Chase Bank, N.A., such First Lien
Collateral Agent shall have become a party to the Security
Agreement, any intercreditor agreement with respect to Junior Lien
Obligations and the other applicable First Lien Security
“First Lien Documents” means the credit, guarantee and security
documents governing the First Lien Obligations, including, without
limitation, the Indentures and the First Lien Security
“First Lien Event of Default” means an “Event of Default” under and
as defined in the Senior Credit Facility, the Indentures or any
other First Lien Documents governing First Lien Obligations.
“First Lien Obligations” means, collectively, (a) all Senior
Credit Facility Obligations, (b) the Notes Obligations, and
(c) any Series of Additional First Lien Obligations.
“First Lien Secured Parties” means (a) the Credit Agreement
Secured Parties (as defined in the Security Agreement), (b) the
Notes Secured Parties, and (c) any Additional First Lien
“First Lien Security Documents” means the Security Documents and
any other agreement, document or instrument pursuant to which a
Lien is granted or purported to be granted securing First Lien
Obligations or under which rights or remedies with respect to such
Liens are governed.
“Foreign Subsidiary” means, with respect to any Person, any
Restricted Subsidiary of such Person that is not a Domestic
“Foreign Subsidiary Voting Stock” means the voting Capital Stock of
any Foreign Subsidiary.
“Funded Debt” means any Indebtedness for money borrowed, created,
issued, incurred, assumed or guaranteed that would, in accordance
with generally accepted accounting principles, be classified as
long-term debt, but in any event including all Indebtedness for
money borrowed, whether secured or unsecured, maturing more than
one year, or extendible at the option of the obligor to a date more
than one year, after the date of determination thereof (excluding
any amount thereof included in current liabilities).
“GAAP” means generally accepted accounting principles in the United
States as in effect on the Issue Date.
“Gift Shop Assets” means all cash and other amount paid or owed to
the Issuer or any Secured Guarantor for purchases from its gift
shops or cafeterias and all goods held for sale in any such gift
shop or cafeteria.
“Guarantee” means the guarantee by any Guarantor of the Issuer’s
Obligations under the Indentures.
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