DEPARTURE OR WAIVER OF ANY PROVISIONS
OF THE LOAN DOCUMENTS OR TO AGREE TO ANY AMENDMENT THERETO, (II) THE CONSENT,
WAIVER OR AMENDMENT IN QUESTION REQUIRES THE AGREEMENT OF ALL AFFECTED LENDERS
IN ACCORDANCE WITH THE TERMS OF SECTION 10.01 AND (III) THE REQUIRED LENDERS
HAVE AGREED TO SUCH CONSENT, WAIVER OR AMENDMENT, THEN ANY LENDER WHO DOES NOT
AGREE TO SUCH CONSENT, WAIVER OR AMENDMENT SHALL BE DEEMED A "NON-CONSENTING
LENDER."
SECTION 3.08.
Survival.
All of the Borrowers' obligations under this Article 3
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.
ARTICLE 4
CONDITIONS PRECEDENT
SECTION 4.01.
Conditions Precedent to Amendment and Restatement.
The Existing
Credit Agreement shall be amended and restated in full as set forth herein on
the date (the "Amendment Closing Date") that the following conditions have been
satisfied (or waived in writing):
(A)
THE ADMINISTRATIVE AGENT'S RECEIPT OF THE FOLLOWING, EACH OF WHICH
SHALL BE ORIGINALS OR FACSIMILES OR PDF ELECTRONIC COPIES (FOLLOWED PROMPTLY BY
ORIGINALS) UNLESS OTHERWISE SPECIFIED, EACH DATED THE AMENDMENT CLOSING DATE
UNLESS OTHERWISE INDICATED, PROPERLY EXECUTED BY A RESPONSIBLE OFFICER OF THE
SIGNING LOAN PARTY AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT;
(II)
EXECUTED COUNTERPARTS OF EACH GUARANTY;
(III)
A NOTE, OR, WITH RESPECT TO ANY NOTE ISSUED PRIOR TO THE
AMENDMENT CLOSING DATE, A REPLACEMENT NOTE, EXECUTED BY THE RELEVANT BORROWER IN
FAVOR OF EACH LENDER REQUESTING A NOTE, IF ANY;
(IV)
THE SECURITY AGREEMENT, DULY EXECUTED BY EACH OF THE RELEVANT LOAN
PARTIES;
(V)
A CERTIFICATE OF THE BORROWERS SIGNED BY A RESPONSIBLE OFFICER OF
EACH BORROWER CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO THIS AGREEMENT,
(I) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5 AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL
69
MATERIAL RESPECTS ON AND AS OF THE AMENDMENT CLOSING DATE, EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE,
IN WHICH CASE THEY SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH EARLIER DATE, (II) NO DEFAULT OR EVENT OF DEFAULT EXISTS IMMEDIATELY
BEFORE OR IMMEDIATELY AFTER GIVING EFFECT THERETO, (III) UHS AND ITS RESTRICTED
SUBSIDIARIES SHALL BE IN PRO FORMA COMPLIANCE WITH THE FINANCIAL COVENANT SET
FORTH IN SECTION 7.11 AS OF (A) THE AMENDMENT CLOSING DATE AND (B) THE LAST DAY
OF THE MOST RECENTLY ENDED DETERMINATION PERIOD AFTER GIVING PRO FORMA EFFECT TO
THE AMENDMENT CLOSING DATE, THE MAKING OF ANY CREDIT EXTENSIONS ON THE AMENDMENT
CLOSING DATE AND ANY INVESTMENT OR DISPOSITION TO BE CONSUMMATED IN CONNECTION
THEREWITH;
(VI)
A REQUEST FOR CREDIT EXTENSION RELATING TO THE CREDIT EXTENSIONS
TO BE MADE ON THE AMENDMENT CLOSING DATE IN ACCORDANCE WITH THE REQUIREMENTS
HEREOF;
(VII)
AN OPINION OF WEIL GOTSHAL & MANGES LLP, SPECIAL COUNSEL TO THE
LOAN PARTIES IN THE FORM OF EXHIBIT H, ADDRESSED TO EACH AGENT AND EACH LENDER
AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE