Amendment No. 2 to Credit Agreement


 Exhibit 10.1 
 AMENDMENT NO. 2 
 to 
 CREDIT AGREEMENT 
 dated as of 
 March 4, 2005 
 and amended as of 
 July 28, 2006 
 among 
 UNIVERSAL HEALTH SERVICES, INC. 
 THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN

 THE LENDERS LISTED HEREIN 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent 
 BANK OF AMERICA, N.A., 
 as Syndication Agent 
 and 
 ABN AMRO BANK N.V., 
 SUNTRUST BANK 
 and 
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Co-Documentation Agents 
  

 J.P. Morgan Securities Inc.

 Banc of America Securities LLC, 
 Joint Lead Arrangers and Joint Bookrunners 








 AMENDMENT NO. 2 
 AMENDMENT dated as of April 13, 2007 to the Credit Agreement dated as of March 4, 2005 (as amended as of July 28, 2006, the “Credit Agreement”) among UNIVERSAL HEALTH SERVICES, INC.,
the ELIGIBLE SUBSIDIARIES referred to therein, the LENDERS listed on the signature pages thereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and ABN AMRO BANK N.V., SUNTRUST BANK and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. 
 W I T N E S S E T
H: 
 WHEREAS, Section 2.19 of the Credit Agreement contemplates that the Commitments thereunder may be increased in the manner
set forth therein; and 
 WHEREAS, the parties wish to amend Section 2.19 to increase the maximum amount of increases in the Commitments
which may be effected in that manner, and to memorialize an increase in the Commitments pursuant to Section 2.19 as so amended; 
 NOW,
THEREFORE, the parties hereto agree as follows: 
 Section 1. Defined Terms; References. Unless otherwise specifically defined herein,
each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other
similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Agreement becomes effective, refer to the Credit Agreement as amended hereby. 
 Section 2. Amendment; Increase in Commitments. 
 (a) The figure “$100,000,000” in Section 2.19(c)(iii) of the Credit Agreement is changed to “$150,000,000.” 
 (b) With effect from and including the Amendment Effective Date, (i) each Person listed on the signature pages hereof which is not a party to the Credit Agreement (a “New Lender”) shall become a Lender
party thereto, (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender in the Commitment Schedule attached hereto and (iii) the Commitment Schedule attached hereto shall replace the Commitment
Schedule attached to the Credit Agreement. 
  

 2 







 Section 3. Representations of Company. The Company represents and warrants that (i) the
representations and warranties of the Company set forth in Article 4 of the Credit Agreement will be true both before and after the Amendment Effective Date and (ii) no Default will have occurred and be continuing at such time. 
 Section 4. Effect of Amendment. Except as expressly set forth herein, nothing contained herein shall constitute a waiver or amendment of any term
or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects. 
 Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 
 Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. 
 Section 7. Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective
Date”), subject to satisfaction of the following conditions: 
 (a) the Administrative Agent shall have received from
each of the Company, each New Lender, each Lender whose Commitment is increased hereby and such other Lenders (if any) as may be necessary in order that the signatories hereto comprise the Required Lenders (determined before giving effect to this
Amendment) a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and 
 (b) the Administrative Agent shall have received an opinion of the General Counsel or Assistant General Counsel of the Company dated as of
the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent; and 
 (c) the Administrative
Agent shall have received evidence satisfactory to it of corporate authorization of this Amendment on the part of the Company. 
  

 3 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

			
	UNIVERSAL HEALTH SERVICES, INC.
		
	By:	 	/s/ Cheryl K. Ramagano
		 	Name: Cheryl K. Ramagano
		 	Title: Treasurer











			
	JPMORGAN CHASE BANK, N.A., as Lender and Administrative Agent
		
	By:	 	/s/ Dawn Lee Lum
		 	Name: Dawn Lee Lum
		 	Title: Executive Director











			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Jill J. Hogan
		 	Name: Jill J. Hogan
		 	Title: Vice President











			
	ABN AMRO BANK N.V.
		
	By:	 	/s/ Kathleen Ross
		 	Name: Kathleen Ross
		 	Title: Senior Vice President
		
	By:	 	/s/ Robert Hart
		 	Name: Robert Hart
		 	Title: Senior Vice President











			
	SUNTRUST BANK
		
	By:	 	/s/ Helen C. Hartz
		 	Name: Helen C. Hartz
		 	Title: Vice President











			
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Jeanette A. Griffin
		 	Name: Jeanette A. Griffin
		 	Title: Director











			
	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
		
	By:	 	/s/ Lillian Kim
		 	Name: Lillian Kim
		 	Title: Vice President











			
	WILLIAM STREET COMMITMENT CORPORATION ( Recourse only to assets of William Street Commitment Corporation)
		
	By:	 	/s/ Mark Walton
		 	Name: Mark Walton
		 	Title: Assistance Vice President











			
	CALYON NEW YORK BRANCH
		
	By:	 	/s/ Thomas Randolph
		 	Name: Thomas Randolph
		 	Title: Managing Director
		
	By:	 	/s/ Attila Coach
		 	Name: Attila Coach
		 	Title: Managing Director











			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Karin B. Takiff
		 	Name: Karin B. Takiff
		 	Title: Senior Vice President











			
	THE BANK OF NEW YORK
		
	By:	 	/s/ Christopher T. Kordes
		 	Name: Christopher T. Kordes
		 	Title: Vice President











					
	 NATIONAL CITY BANK

		
	By:	 	/s/ Erica E. Dowd
		 	Name:	 	Erica E. Dowd
		 	Title:	 	Assistant Vice President











					
	 CITIBANK, N.A.

		
	By:	 	/s/ Allen Fisher
		 	Name:	 	Allen Fisher
		 	Title:	 	Vice President










 COMMITMENT SCHEDULE 
  

				
	 LENDER
	  	COMMITMENT
	 JPMorgan Chase Bank, N.A.
	  	$	105,000,000.00
	 Bank of America, N.A.
	  	$	105,000,000.00
	 ABN AMRO Bank N.V.
	  	$	85,000,000.00
	 SunTrust Bank
	  	$	85,000,000.00
	 Wachovia Bank, National Association
	  	$	85,000,000.00
	 Bank of Tokyo-Mitsubishi UFJ Trust Company
	  	$	62,500,000.00
	 Citibank, N.A.
	  	$	62,500,000.00
	 William Street Commitment Corporation
	  	$	62,500,000.00
	 Calyon New York Branch
	  	$	45,000,000.00
	 PNC Bank, National Association
	  	$	42,500,000.00
	 National City Bank
	  	$	35,000,000.00
	 The Bank of New York
	  	$	25,000,000.00
		  	 	 
	 TOTAL
	  	$	800,000,000.00