Exhibit 1.1
UNIVERSAL HEALTH SERVICES, INC.
6 3/4% Notes due 2011
Underwriting Agreement
November 6, 2001
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Ladies and Gentlemen:
Universal Health Services, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the underwriters named in Schedule II
hereto (the "Underwriters"), for whom you are acting as representatives (the
"Representatives"), the principal amount of its debt securities identified in
Schedule I hereto (the "Securities"), to be issued under the indenture specified
in Schedule I hereto (the "Indenture") between the Company and the Trustee
identified in such Schedule (the "Trustee"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives", as used herein, shall each
be deemed to refer to such firm or firms.
The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of Securities
Act of 1933, as amended, and the rules and regulations of the Commission
thereunder (collectively, the "Securities Act"), a registration statement (the
file number of which is set forth in Schedule I hereto) on Form S-3, relating to
certain debt and equity securities (the "Shelf Securities") to be issued from
time to time by the Company. The Company also has filed with, or proposes to
file with, the Commission pursuant to Rule 424 under the Securities Act a
prospectus
supplement specifically relating to the Securities. The registration statement
as amended to the date of this Agreement is hereinafter referred to as the
"Registration Statement" and the related prospectus covering the Shelf
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Prospectus". If the Company has filed an
abbreviated registration statement pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462
Registration Statement. Any reference in this Agreement to the Registration
Statement, the Basic Prospectus, any preliminary form of Prospectus (a
"preliminary prospectus") previously filed with the Commission pursuant to Rule
424 or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Securities Act which were filed under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") on or before the date of this Agreement or
the date of the Basic Prospectus, any preliminary prospectus or the Prospectus,
as the case may be; and any reference to "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, any
preliminary prospectus or the Prospectus shall be deemed to refer to and include
any documents filed under the Exchange Act after the date of this Agreement, or
the date of the Basic Prospectus, any preliminary prospectus or the Prospectus,
as the case may be, which are deemed to be incorporated by reference therein.
The Company hereby agrees with the Underwriters as follows:
1. The Company agrees to issue and sell the Securities to the several
Underwriters as hereinafter provided, and each Underwriter, on the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees to purchase, severally and not jointly, from the
Company the respective principal amount of Securities set forth opposite such
Underwriter's name in Schedule II hereto at the purchase price set forth in
Schedule I hereto plus accrued interest, if any, from the date specified in
Schedule I hereto to the date of payment and delivery.
2. The Company understands that the several Underwriters intend (i) to
make a public offering of their respective portions of the Securities and (ii)
initially to offer the Securities upon the terms set forth in the Prospectus.
3. Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Representatives, no later than noon the Business Day (as defined below) prior to
the Closing Date (as defined below), on the date and at the time and place set
forth in Schedule I hereto (or at such other time and place on the same or such
other date, not later than the fifth Business Day (as defined below) thereafter,
as
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you and the Company may agree in writing). As used herein, the term "Business
Day" means any day other than a day on which banks are permitted or required to
be closed in New York City. The time and date of such payment and delivery with
respect to the Securities are referred to herein as the "Closing Date".
Payment for the Securities shall be made against delivery to the
nominee of The Depository Trust Company for the respective accounts of the
several Underwriters of the Securities of one or more global notes (the "Global
Note") representing the Securities, with any transfer taxes payable in
connection with the transfer to the Underwriters of the Securities duly paid by
the Company. The Global Note will be made available for inspection by the
Representatives at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ not later than 1:00 P.M., New York City time, on the
Business Day prior to the Closing Date.
4. The Company represents and warrants to each Underwriter that:
(a) Registration Statement. The Registration Statement has
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been declared effective by the Commission under the Securities Act; no
stop order suspending the effectiveness of the Registration Statement
has been issued and no proceeding for that purpose has been instituted
or, to the knowledge of the Company, threatened by the Commission; the
Registration Statement and Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements
thereto) comply, or will comply, as the case may be, in all material
respects with the Securities Act and the Trust Indenture Act of 1939,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Trust Indenture Act"); the Registration Statement,
when it became effective, did not contain, and as amended and
supplemented, if applicable, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
and the Prospectus does not contain and, as amended or supplemented,
if applicable, at the Closing Date will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
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however, that the foregoing representations and warranties shall not
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apply to (i) that part of the Registration Statement which constitutes
the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee, and (ii) statements or omissions
in the Registration Statement or the Prospectus made in reliance upon
and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use therein.
(b) Incorporated Documents. The documents incorporated by reference
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in the Prospectus, when they became effective or were filed with
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the Commission, as the case may be, conformed in all material respects
to the requirements of the Securities Act or the Exchange Act, as
applicable, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
(c) Independent Accountants. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, who have
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certified the financial statements and supporting schedules included
in the Prospectus, are independent public accountants with respect to
the Company and its subsidiaries within the meaning of Regulation S-X
under the Securities Act.
(d) Financial Statements. The financial statements, and the
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related notes thereto, included or incorporated by reference in the
Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its consolidated
subsidiaries as of the dates indicated and the results of their
operations and the changes in their consolidated cash flows for the
periods specified; said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis, and the supporting schedules included or
incorporated by reference in the Registration Statement present fairly
the information required to be stated therein.
(e) No Material Adverse Change in Business. Since the respective
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dates as of which information is given in the Registration Statement
and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company or any of its subsidiaries, or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs,
business, prospects, management, financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
taken as a whole (a "Material Adverse Effect"), otherwise than as set
forth or contemplated in the Prospectus; and except as set forth or
contemplated in the Prospectus neither the Company nor any of its
subsidiaries has entered into any transaction or agreement (whether or
not in the ordinary course of business) material to the Company and
its subsidiaries taken as a whole.
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(f) Good Standing of the Company. The Company has been duly
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organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform
its obligations under this Agreement and the Indenture; and the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which
such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a
Material Adverse Effect.
(g) Corporate Subsidiaries. All of the consolidated corporations,
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partnerships (including, without limitation, general, limited and
limited liability partnerships) and limited liability companies in
which the Company has a direct or indirect ownership interest are
listed in Schedule III to this Agreement (collectively, the
"Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate
Subsidiary") has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus. Each Corporate Subsidiary is duly qualified and in good
standing as a foreign corporation authorized to do business in each
other jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except
where the failure to be so qualified would not have a Material Adverse
Effect. All of the outstanding shares of capital stock of each
Corporate Subsidiary have been duly authorized and validly issued, are
fully paid and non-assessable, were not issued in violation of or
subject to any preemptive or similar rights, and, except as disclosed
in the Prospectus, are owned by the Company directly, or indirectly
through one of the other Subsidiaries, free and clear of any perfected
security interests, and, to the Company's knowledge, any liens,
encumbrances and equities and adverse claims; and no options, warrants
or other rights to purchase, agreements or other obligations to issue
or other rights to convert any obligations into shares of capital
stock or ownership interests in any Corporate Subsidiary are
outstanding.
(h) Partnerships. Each Subsidiary that is a partnership (a
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"Partnership") has been duly organized, is validly existing as a
partnership in good standing under the laws of its jurisdiction of
organization and has the partnership power and authority to own, lease
and operate its properties and to conduct its business as described in
the Prospectus. Each Partnership is duly qualified and in good
standing as a foreign partnership authorized to do business in each
other jurisdiction in which the nature of its business or its
ownership or leasing of property requires such
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qualification, except where the failure to be so qualified would not
have a Material Adverse Effect. Except as disclosed in the Prospectus,
the general and limited partnership interests therein held directly or
indirectly by the Company are owned free and clear of any perfected
security interests, and, to the Company's knowledge, any liens,
encumbrances and equities and adverse claims; and no options, warrants
or other rights to purchase, agreements or other obligations to issue
or other rights to convert any obligations into ownership interests in
any Partnership are outstanding. Each partnership agreement pursuant
to which the Company or a Subsidiary holds an interest in a
Partnership is in full force and effect and constitutes the legal,
valid and binding agreement of the parties thereto, enforceable
against such parties in accordance with the terms thereof, except as
enforcement thereof may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally.
There has been no material breach of or default under, and no event
which with notice or lapse of time would constitute a material breach
of or default under, such partnership agreements by the Company or any
Subsidiary or, to the Company's knowledge, any other party to such
agreements.
(i) Limited Liability Companies. Each Subsidiary that is a
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limited liability company (an "LLC") has been duly organized, is
validly existing as a limited liability company in good standing under
the laws of its jurisdiction of organization and has the power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus. Each LLC is duly qualified
and in good standing as a foreign limited liability company authorized
to do business in each other jurisdiction in which the nature of its
business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not
have a Material Adverse Effect. All outstanding membership interests
in the LLCs were issued and sold in compliance with the applicable
operating agreements of such LLCs and all applicable federal and state
securities laws, and, except as disclosed in the Prospectus, the
membership interests therein held directly or indirectly by the
Company are owned free and clear of any perfected security interests,
and, to the Company's knowledge, any liens, encumbrances and equities
and adverse claims; and no options, warrants or other rights to
purchase, agreements or other obligations to issue or other rights to
convert any obligations into ownership interests in any LLC are
outstanding. Each operating agreement pursuant to which the Company or
a Subsidiary holds a membership interest in an LLC is in full force
and effect and constitutes the legal, valid and binding agreement of
the parties thereto, enforceable against such parties in accordance
with the terms thereof, except as enforcement thereof may be limited
by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally. There has been no material
breach of or default under, and no event which
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with notice or lapse of time would constitute a material breach of or
default under, such operating agreements by the Company or any
Subsidiary or, to the Company's knowledge, any other party to such
agreements.
(j) Actions of Subsidiaries. Except to the extent disclosed in
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the Prospectus, each of the hospitals described in the Prospectus as
owned or leased by the Company is owned or leased and operated by a
Subsidiary in which the Company directly or indirectly owns at least
50% of the outstanding ownership interests. Except as disclosed in the
Prospectus, there are no consensual encumbrances or restrictions on
the ability of any Subsidiary (i) to pay any dividends or make any
distributions on such Corporate Subsidiary's capital stock, such
Partnership's partnership interests or such LLC's membership interests
or to pay any indebtedness owed to the Company or any other
Subsidiary, (ii) to make any loans or advances to, or investments in,
the Company or any other Subsidiary, or (iii) to transfer any of its
property or assets to the Company or any other Subsidiary.
(k) Authorization of Agreement. This Agreement has been duly
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authorized, executed and delivered by the Company.
(l) Authorization of the Indenture. The Indenture has been duly
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authorized by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
(m) Authorization of the Securities. The Securities have been
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duly authorized and, at the Closing Date, will have been duly executed
by the Company and, when authenticated, issued and delivered in the
manner provided for in the Indenture and delivered against payment of
the purchase price therefor as provided in this Agreement, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at
law), and will be in the form contemplated by, and entitled to the
benefits of, the Indenture.
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(n) Description of the Securities and the Indenture. The
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Securities and the Indenture will conform in all material respects to
the respective statements relating thereto contained in the Prospectus
and will be in substantially the respective forms last delivered to
the Underwriters prior to the date of this Agreement.
(o) Absence of Defaults and Conflicts. Neither the Company nor
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any of its subsidiaries is in violation of its charter, by-laws or
other organizational documents or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it
may be bound or to which any of the property or assets of the Company
or any of its subsidiaries may be subject (collectively, "Agreements
and Instruments"), except for such defaults that would not result in a
Material Adverse Effect; and the execution, delivery and performance
of this Agreement, the Indenture and the Securities and any other
agreement or instrument entered into or issued or to be entered into
or issued by the Company in connection with the transactions
contemplated hereby or thereby or in the Prospectus and the
consummation of the transactions contemplated herein and in the
Prospectus (including the issuance and sale of the Securities and the
use of the proceeds from the sale of the Securities as described in
the Prospectus under the caption "Use of Proceeds") and compliance by
the Company with its obligations hereunder have been duly authorized
by all necessary corporate action and do not and will not, whether
with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or a Repayment
Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, the
Agreements and Instruments except for such conflicts, breaches or
defaults or liens, charges or encumbrances that, individually or in
the aggregate, would not result in a Material Adverse Effect, nor will
such action result in any violation of the provisions of the charter
or by-laws of the Company or any of its subsidiaries or any applicable
law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any of its subsidiaries or any
of their assets, properties or operations. As used herein, a
"Repayment Event" means any event or condition which gives the holder
of any note, debenture or other evidence of indebtedness (or any
person acting on such holder's behalf) the right to require the
repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any of its subsidiaries.
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(p) Absence of Labor Dispute. No labor dispute with the employees
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of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent, which may reasonably be expected to
result in a Material Adverse Effect.
(q) Absence of Proceedings. Except as disclosed in the
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Prospectus, there is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or
body, domestic or foreign, now pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its
subsidiaries which might be reasonably expected to result in a
Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets of the
Company or any of its subsidiaries or the consummation of the
transactions contemplated by this Agreement or the performance by the
Company of its obligations hereunder. The aggregate of all pending
legal or governmental proceedings to which the Company or any of its
subsidiaries is a party or of which any of their respective property
or assets is the subject which are not described in the Prospectus,
including ordinary routine litigation incidental to the business,
could not reasonably be expected to result in a Material Adverse
Effect.
(r) Possession of Intellectual Property. The Company and its
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subsidiaries own or possess, adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) trademarks, service marks, trade
names or other intellectual property (collectively, "Intellectual
Property") necessary to carry on the business now operated by them,
and neither the Company nor any of its subsidiaries has received any
notice or is otherwise aware of any infringement of or conflict with
asserted rights of others with respect to any Intellectual Property or
of any facts or circumstances which would render any Intellectual
Property invalid or inadequate to protect the interest of the Company
or any of its subsidiaries therein, and which infringement or conflict
(if the subject of any unfavorable decision, ruling or finding) or
invalidity or inadequacy, individually or in the aggregate, would
result in a Material Adverse Effect.
(s) Absence of Further Requirements. No filing with, or
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authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company of
its obligations hereunder, in connection with the offering, issuance
or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement or for the due execution,
delivery or performance of this Agreement and the Indenture by the
Company, except such as have been already obtained.
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(t) Possession of Licenses and Permits. The Company and its
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subsidiaries have operated and currently operate their business in
conformity with all applicable laws, rules and regulations of each
jurisdiction in which they are conducting business, except where the
failure to so be in compliance would not, individually or in the
aggregate, have a Material Adverse Effect. The Company and each of its
subsidiaries hold all certificates, consents, exemptions, orders,
licenses, authorizations, accreditations, permits or other approvals
or rights from all governmental authorities, all self-regulatory
organizations, all governmental and private accrediting bodies and all
courts and other tribunals (collectively, "Permits") which are
necessary to own their properties and to conduct their businesses,
including, without limitation, such Permits as are required (i) under
such federal and state healthcare laws as are applicable to the
Company and such subsidiary and (ii) with respect to those facilities
operated by the Company or any of its subsidiaries that participate in
Medicare and/or Medicaid, to receive reimbursement thereunder, except
for such failures to have Permits which would not, individually or in
the aggregate, result in a Material Adverse Effect. The Company and
each of its subsidiaries have fulfilled and performed all of their
material obligations with respect to such Permits, and no event or
change in condition has occurred which allows, or after notice or
lapse of time would allow, revocation or termination thereof or
results in any other material impairment of the rights of the holder
of any such Permit, except for such qualifications as may be set forth
in the Prospectus and except for such failures which would not,
individually or in the aggregate, result in a Material Adverse Effect.
During the period for which financial statements are included in the
Prospectus, denials by third party payors of claims for reimbursement
for services rendered by the Company have not had a Material Adverse
Effect.
(u) Accounts Receivable. The accounts receivable of the Company
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and its subsidiaries have been and will continue to be adjusted to
reflect reimbursement policies of third party payors such as Medicare,
Medicaid, private insurance companies, health maintenance
organizations, preferred provider organizations, managed care systems
and other third party payors. The accounts receivable relating to such
third party payors do not and shall not exceed amounts the Company and
its subsidiaries are entitled to receive, subject to adjustments to
reflect reimbursement policies of third party payors and normal
discounts in the ordinary course of business.
(v) Actions with Respect to Medicare and Medicaid. None of the
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Company, its subsidiaries nor any of their respective officers,
directors or stockholders, or, to the knowledge of the Company, any
employee or other agent of the Company or any of its subsidiaries, has
engaged on behalf of the Company or such subsidiary in any of the
following: (A)
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knowingly and willfully making or causing to be made a false statement
or representation of a material fact in any applications for any
benefit or payment under the Medicare or Medicaid program or from any
third party (where applicable federal or state law prohibits such
payments to third parties); (B) knowingly and willfully making or
causing to be made any false statement or representation of a material
fact for use in determining rights to any benefit or payment under the
Medicare or Medicaid program or from any third party (where applicable
federal or state law prohibits such payments to third parties); (C)
failing to disclose knowledge by a claimant of the occurrence of any
event affecting the initial or continued right to any benefit or
payment under the Medicare or Medicaid program or from any third party
(where applicable federal or state law prohibits such payments to
third parties) on its own behalf or on behalf of another, with intent
to secure such benefit or payment fraudulently; (D) knowingly and
willfully offering, paying, soliciting or receiving any remuneration
(including any kickback, bribe or rebate), directly or indirectly,
overtly or covertly, in cash or in kind (1) in return for referring an
individual to a person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made in
whole or in part by Medicare or Medicaid or any third party (where
applicable federal or state law prohibits such payments to third
parties), or (2) in return for purchasing, leasing or ordering or
arranging for or recommending the purchasing, leasing or ordering of
any good, facility, service, or item for which payment may be made in
whole or in part by Medicare or Medicaid or any third party (where
applicable federal or state law prohibits such payments to third
parties); provided, however, that it is agreed and understood that (x)
from time to time the Company settles claims made by governmental
authorities which allege conduct which may be deemed to violate clause
(A) or (B) above and (y) such settlements have not, individually or in
the aggregate, had a Material Adverse Effect.
(w) Regulatory Filings. Neither the Company nor any of its
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subsidiaries has failed to file with applicable regulatory authorities
any statement, report, information or form required by any applicable
law, regulation or order, except where the failure to be so in
compliance would not, individually or in the aggregate, have a
Material Adverse Effect, and all such filings or submissions were in
material compliance with applicable laws when filed and no material
deficiencies have been asserted by any regulatory commission, agency
or authority with respect to any such filings or submissions.
(x) Title to Property. The Company and each of its subsidiaries
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have good and marketable title to all real property owned by the
Company and such subsidiary and good title to all other properties
owned by them, in each case, free and clear of all mortgages, pledges,
liens, security interests, claims, restrictions or encumbrances of any
kind
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except such as (a) are described in the Prospectus or (b) do not,
individually or in the aggregate, materially affect the value of such
property and do not interfere with the use made and proposed to be
made of such property by the Company or such subsidiary; and all of
the leases and subleases material to the business of the Company and
its subsidiaries, considered as one enterprise, and under which the
Company or any of its subsidiaries holds properties described in the
Prospectus, are in full force and effect, and neither the Company nor
any of its subsidiaries has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the
Company or any of its subsidiaries under any of the leases or
subleases mentioned above, or affecting or questioning the rights of
such the Company or any of its subsidiaries to the continued
possession of the leased or subleased premises under any such lease or
sublease.
(y) Tax Returns. All United States federal income tax returns of
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the Company and its subsidiaries required by law to be filed have been
filed and all taxes shown by such returns or otherwise assessed, which
are due and payable, have been paid, except assessments against which
appeals have been or will be promptly taken and as to which adequate
reserves have been provided. The United States federal income tax
returns of the Company through the fiscal year ended December 31, 1997
have been settled and all assessments in connection therewith made
against the Company have been paid. The Company and its subsidiaries
have filed all other tax returns that are required to have been filed
by them pursuant to applicable foreign, state, local or other law
except insofar as the failure to file such returns would not result in
a Material Adverse Effect, and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Company and
its subsidiaries, except for such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been
provided. The charges, accruals and reserves on the books of the
Company in respect of any income and corporation tax liability for any
years not finally determined are adequate to meet any assessments or
re-assessments for additional income tax for any years not finally
determined, except to the extent of any inadequacy that would not
result in a Material Adverse Effect.
(z) Internal Controls. The Company and its subsidiaries maintain
a system of internal accounting controls sufficient to provide
reasonable assurances that (A) transactions are executed in accordance
with management's general or specific authorization, (B) transactions
are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for
assets, (C) access to assets is permitted only in accordance with
management's general or specific authorization and (D) the recorded
accountability for
12
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(aa) Insurance. The Company and its subsidiaries carry or are
---------
entitled to the benefits of insurance, with financially sound and
reputable insurers, in such amounts and covering such risks as is
generally maintained by companies of established repute engaged in the
same or similar business, and all such insurance is in full force and
effect.
(bb) Environmental Laws. Except as described in the Prospectus
------------------
and except such matters as would not, individually or in the
aggregate, result in a Material Adverse Effect, (A) neither the
Company nor any of its subsidiaries is in violation of any federal,
state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws
and regulations relating to the release or threatened release of
chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively,
"Hazardous Materials") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials (collectively, "Environmental Laws"), (B) the
Company and its subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending
or threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental
Law against the Company or any of its subsidiaries and (D) there are
no events or circumstances that might reasonably be expected to form
the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency,
against or affecting the Company or any of its subsidiaries relating
to Hazardous Materials or Environmental Laws.
(cc) Reporting Company. The Company is subject to the reporting
-----------------
requirements of Section 13 or Section 15(d) of the 1934 Act.
(dd) Investment Company Act. The Company is not, and upon the
----------------------
issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the
Prospectus will not be, an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in
the Investment Company Act of 1940, as amended.
13
5. The Company covenants and agrees with each of the several Underwriters
as follows:
(a) to file the Prospectus in a form approved by you pursuant to
Rule 424 under the Securities Act not later than the Commission's
close of business on the second Business Day following the date of
determination of the offering price of the Securities or, if
applicable, such earlier time as may be required by Rule 424(b);
(b) to furnish to each Representative and counsel for the
Underwriters, at the expense of the Company, a signed copy of the
Registration Statement (as originally filed) and each amendment
thereto, in each case including exhibits and documents incorporated by
reference therein and, during the period mentioned in paragraph (e)
below, to furnish each of the Underwriters as many copies of the
Prospectus (including all amendments and supplements thereto) and
documents incorporated by reference therein as you may reasonably
request;
(c) from the date hereof and prior to the Closing Date, to
furnish to you a copy of any proposed amendment or supplement to the
Registration Statement or the Prospectus, for your review, and not to
file any such proposed amendment or supplement to which you reasonably
object;
(d) to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of the Securities, and during
such same period, to advise you promptly, and to confirm such advice
in writing, (i) when any amendment to the Registration Statement shall
have become effective, (ii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for any additional information, (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation or
threatening of any proceeding for that purpose, and (iv) of the
receipt by the Company of any notification with respect to any
suspension of the qualification of the Securities for offer and sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; and to use its best efforts to prevent the issuance
of any such stop order or notification and, if issued, to obtain as
soon as possible the withdrawal thereof;
(e) if, during such period after the first date of the public
offering of the Securities as in the opinion of counsel for the
Underwriters a prospectus relating to the Securities is required by
law to be delivered in connection with sales by an Underwriter or
dealer, any event shall occur
14
as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of
the circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare and furnish, at
the expense of the Company, to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company) to which
Securities may have been sold by you on behalf of the Underwriters and
to any other dealers upon request, such amendments or supplements to
the Prospectus as may be necessary so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law;
(f) to endeavor to qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request and to continue such qualification in effect
so long as reasonably required for distribution of the Securities;
provided that the Company shall not be required to file a general
consent to service of process in any jurisdiction;
(g) to make generally available to its security holders and to
you as soon as practicable an earnings statement which shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 of
the Commission promulgated thereunder covering a period of at least
twelve months beginning with the first fiscal quarter of the Company
occurring after the "effective date" (as defined in Rule 158) of the
Registration Statement;
(h) so long as the Securities are outstanding, to furnish to you
copies of all reports or other communications (financial or other)
furnished to holders of Securities, and copies of any reports and
financial statements furnished to or filed with the Commission or any
national securities exchange;
(i) during the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, not to
offer, sell, contract to sell or otherwise dispose of any debt
securities of or guaranteed by the Company which are substantially
similar to the Securities, except as provided in the Prospectus;
(j) to use the net proceeds received by the Company from the sale
of the Securities pursuant to this Agreement in the manner specified
in the Prospectus under the caption "Use of Proceeds";
(k) whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, to pay or
cause to be paid all costs and expenses incident to the performance of
its
15
obligations hereunder, including without limiting the generality of
the foregoing, all costs and expenses (i) incident to the preparation,
issuance, execution, authentication and delivery of the Securities,
including any expenses of the Trustee, (ii) incident to the
preparation, printing and filing under the Securities Act of the
Registration Statement, the Prospectus and any preliminary prospectus
(including in each case all exhibits, amendments and supplements
thereto), (iii) incurred in connection with the registration or
qualification and determination of eligibility for investment of the
Securities under the laws of such jurisdictions as the Underwriters
may designate (including fees of counsel for the Underwriters and
their disbursements), (iv) related to any filing with National
Association of Securities Dealers, Inc., (v) in connection with the
printing (including word processing and duplication costs) and
delivery of this Agreement, the Indenture, the Preliminary and
Supplemental Blue Sky Memoranda and any Legal Investment Survey and
the furnishing to Underwriters and dealers of copies of the
Registration Statement and the Prospectus, including mailing and
shipping, as herein provided, (vi) payable to rating agencies in
connection with the rating of the Securities, (vii) any expenses
incurred by the Company in connection with a "road show" presentation
to potential investors and (viii) the cost and charges of any transfer
agent. The Company shall not pay the fees and disbursements of counsel
to the Underwriters with respect to any of the foregoing, except with
respect to clause (iii) above.
6. The several obligations of the Underwriters hereunder shall be subject
to the following conditions:
(a) the representations and warranties of the Company contained
herein are true and correct on and as of the Closing Date as if made
on and as of the Closing Date and the Company shall have complied with
all agreements and all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date;
(b) the Prospectus shall have been filed with the Commission
pursuant to Rule 424 within the applicable time period prescribed for
such filing by the rules and regulations under the Securities Act; no
stop order suspending the effectiveness of the Registration Statement
shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your satisfaction;
(c) subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of (i) any
downgrading, (ii) any intended or potential downgrading or (ii) any
review or possible change that does not indicate an improvement, in
the rating
16
accorded any securities of or guaranteed by the Company by any
"nationally recognized statistical rating organization", as such term
is defined for purposes of Rule 436(g)(2) under the Securities Act;
(d) since the respective dates as of which information is given
in the Prospectus there shall not have been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries or
any material adverse change, or any development involving a material
adverse change, in or affecting the general affairs, business,
prospects, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole, otherwise than as set forth or contemplated in the Prospectus,
the effect of which in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus; and neither the Company nor any of its
subsidiaries has sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order to decree, otherwise than as set forth or contemplated in the
Prospectus;
(e) the Representatives shall have received on and as of the
Closing Date a certificate of an executive officer of the Company,
with specific knowledge about the Company's financial matters,
satisfactory to you to the effect set forth in subsections (a) through
(c) (with respect to the respective representations, warranties,
agreements and conditions of the Company) of this Section and to the
further effect that there has not occurred any material adverse
change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, prospects,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole from
that set forth or contemplated in the Registration Statement.
(f) Fulbright & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, shall have
furnished to you their written opinion, dated the Closing Date, in
form and substance satisfactory to you, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus as amended or
supplemented;
17
(ii) this Agreement has been duly authorized, executed and
delivered by the Company;
(iii) the Securities have been duly authorized, executed and
delivered by the Company and, when duly authenticated in
accordance with the terms of the Indenture and delivered to and
paid for by the Underwriters in accordance with the terms of this
Agreement, will constitute valid and binding obligations of the
Company entitled to the benefits provided by the Indenture;
(iv) the Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding
instrument of the Company; and the Indenture has been duly
qualified under the Trust Indenture Act;
(v) the issue and sale of the Securities and the performance
by the Company of its obligations under the Securities, the
Indenture and this Agreement and the consummation of the
transactions herein and therein contemplated will not conflict
with or result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known to
such counsel to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound
or to which any of the property or assets of the Company or any
of its subsidiaries is subject (except for such conflicts,
breaches or defaults that would not have a Material Adverse
Effect), nor will any such action result in any violation of the
provisions of the Certificate of Incorporation, or the By-Laws of
the Company or any applicable law, statute, rule, regulation
(assuming compliance with all applicable state securities and
Blue Sky laws), judgment order, writ or decree, known to such
counsel, of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any
of its subsidiaries or any of their respective properties, assets
or operations;
(vi) no consent, approval, authorization, order, license,
registration or qualification of or with any court or
governmental agency or body is required for the issue and sale of
the Securities or the consummation of the other transactions
contemplated by this Agreement or the Indenture, except such
consents, approvals, authorizations, orders, licenses,
registrations or qualifications as have been obtained under the
Securities Act and the Trust Indenture Act and as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriter;
18
(vii) the statements in the Prospectus under "Description of
the Notes", "Description of our Debt Securities", "Underwriting"
and "Plan of Distribution", in the Prospectus incorporated by
reference from Item 3 ("Legal Proceedings") of Part 1 of the
Company's Annual Report on Form 10-K for the year ended December
31, 2000 and in Item 15 ("Indemnification of Directors and
Officers") of Part II of the Registration Statement, insofar as
such statements constitute a summary of the legal matters,
documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters,
documents or proceedings;
(viii) such counsel (A) is of the opinion that each document
incorporated by reference in the Registration Statement and the
Prospectus as amended or supplemented (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion) complied as to form when filed
with the Commission in all material respects with the Exchange
Act, and the rules and regulations of the Commission thereunder
(B) believes that (except for the financial statements included
therein as to which such counsel need express no belief) each
part of the Registration Statement (including the documents
incorporated by reference therein) filed with the Commission
pursuant to the Securities Act relating to the Securities, when
such part became effective, did not contain an untrue statement
of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, (C) is of the opinion that the Registration Statement
and the Prospectus and any amendments and supplements thereto
(except for the financial statements included therein as to which
such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Securities Act and
the Trust Indenture Act and (D) believes that (except for the
financial statements included therein as to which such counsel
need express no belief) the Registration Statement and the
Prospectus, on the date of the Prospectus Supplement, did not
contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that the
Prospectus as amended or supplemented, if applicable, does not
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; and
(ix) the Company is not and, after giving effect to the
offering and sale of the Securities, will not be an "investment
19
company" or entity "controlled" by an "investment company", as
such terms are defined in the Investment Company Act.
The opinion of Fulbright & ▇▇▇▇▇▇▇▇ LLP described above shall be
rendered to the Underwriters at the request of the Company and shall so state
therein.
(g) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, shall have
furnished to you his written opinion, dated the Closing Date, in form
and substance satisfactory to you to the effect that:
(i) the Company has been duly qualified as a foreign
corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to
require such qualification, other than where the failure to be so
qualified or in good standing would not have a Material Adverse
Effect on the Company and its subsidiaries taken as a whole;
(ii) each of the Company's subsidiaries has been duly
incorporated or organized and is validly existing as a
corporation, partnership or limited liability company under the
laws of its jurisdiction of incorporation or organization with
power and authority (corporate, partnership or other) to own its
properties and conduct its business as described in the
Prospectus and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified
and in good standing would not have a Material Adverse Effect on
the Company and its subsidiaries taken as a whole;
(iii) other than as set forth or contemplated in the
Prospectus, there are no legal or governmental investigations,
actions, suits or proceedings pending or, to the best of such
counsel's knowledge, threatened against or affecting the Company
or any of its subsidiaries or any of their respective properties
or to which the Company or any of its subsidiaries is or may be a
party or to which any property of the Company or its subsidiaries
is or may be the subject which, if determined adversely to the
Company or any of its subsidiaries, could individually or in the
aggregate have, or reasonably be expected to have a Material
Adverse Effect on the Company and its subsidiaries taken as a
whole; to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others; and such counsel does not
20
know of any statutes, regulations, contracts or other documents
required to be filed as an exhibit to the Registration Statement
or required to be described in the Registration Statement or the
Prospectus which are not filed or described as required;
(iv) neither the Company nor any of its subsidiaries is, or
with the giving of notice or lapse of time or both would be, in
violation of or in default under, its Certificate of
Incorporation or By-Laws or comparable instruments or any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the
Company or any of its subsidiaries is a party or by which it or
any of them or any of their respective properties is bound,
except for violations and defaults which individually and in the
aggregate are not material to the Company and its subsidiaries
taken as a whole or to the holders of the Securities; and
(v) each of the Company and its subsidiaries owns, possesses
or has obtained all licenses, permits, certificates, consents,
orders, approvals and other authorizations from, and has made all
declarations and filings with, all federal, state, local and
other governmental authorities (including foreign regulatory
agencies), all self-regulatory organizations and all courts and
other tribunals, domestic or foreign, necessary to own or lease,
as the case may be, and to operate its properties and to carry on
its business as conducted as of the date hereof, except where the
failure to have such authorizations would not have a Material
Adverse Effect on the Company and its subsidiaries taken as a
whole, and neither the Company nor any such subsidiary has
received any actual notice of any proceeding relating to
revocation or modification of any such license, permit,
certificate, consent, order, approval or other authorization, the
revocation or modification of which could reasonably be expected
to have a Material Adverse Effect on the Company and its
subsidiaries taken as a whole, except as described in the
Registration Statement and the Prospectus; and to the best of
such counsel's knowledge, each of the Company and its
subsidiaries is in compliance with all laws and regulations
relating to the conduct of its business as conducted as of the
date of the Prospectus, except where the failure to comply with
such laws and regulations would not have a Material Adverse
Effect on the Company and its subsidiaries taken as a whole.
The opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company,
described above shall be rendered to the Underwriters at the request of the
Company and shall so state therein.
21
In rendering the opinions pursuant to paragraphs (f) or (g), such
counsel may rely (A) as to matters involving the application of laws
other than the laws of the United States and the States of Delaware,
New York and Pennsylvania, to the extent such counsel deems proper and
to the extent specified in such opinion, if at all, upon an opinion or
opinions (in form and substance reasonably satisfactory to
Underwriters' counsel) of other counsel reasonably acceptable to the
Underwriters' counsel, familiar with the applicable laws; (B) as to
matters of fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and certificates
or other written statements of officials of jurisdictions having
custody of documents respecting the corporate existence or good
standing of the Company. The opinion of such counsel for the Company
shall state that the opinion of any such other counsel upon which they
relied is in form satisfactory to such counsel and, in such counsel's
opinion, the Underwriters and they are justified in relying thereon.
With respect to the matters to be covered in subparagraph (f)(viii)
above counsel may state their opinion and belief is based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any amendment or supplement thereto (other than the
documents incorporated by reference therein) and review and discussion
of the contents thereof (including the documents incorporated by
reference therein) but is without independent check or verification
except as specified.
(h) on the date hereof and on the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
LLP shall have furnished to you letters, dated such date, in form and
substance satisfactory to you, containing statements and information
of the type customarily included in accountants "comfort letters" to
underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the
Prospectus;
(i) you shall have received on and as of the Closing Date an
opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Underwriters, with
respect to the validity of the Indenture, the Securities, the
Prospectus and other related matters as the Representatives may
reasonably request, and such counsel shall have received such papers
and information as they may reasonably request to enable them to pass
upon such matters;
(j) on or prior to the Closing Date, the Company shall have
furnished to the Representatives such further certificates and
documents as the Representatives shall reasonably request.
7. The Company agrees to indemnify and hold harmless each Underwriter,
each affiliate of any Underwriter which assists such Underwriter in the
distribution of the Securities and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
22
damages and liabilities (including without limitation the legal fees
and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted) arising out of or caused by any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or arising out of
or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are arising out of or caused by any
untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use therein.
Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person who controls the Company
within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
information relating to such Underwriter furnished to the Company in
writing by such Underwriter through the Representatives expressly for
use in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any preliminary prospectus.
If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or
asserted against any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person
(the "Indemnified Person") shall promptly notify the person against
whom such indemnity may be sought (the "Indemnifying Person") in
writing, and the Indemnifying Person, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others
the Indemnifying Person may designate in such proceeding and shall pay
the fees and expenses of such counsel related to such proceeding. In
any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually
agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person
and the Indemnified Person and representation of both parties by the
same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the
Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees
and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and
expenses
23
shall be reimbursed as they are incurred. Any such separate firm for
the Underwriters, each affiliate of any Underwriter which assists such
Underwriter in the distribution of the Securities and such control
persons of Underwriters shall be designated in writing by the first of
the named Representatives on Schedule I hereto and any such separate
firm for the Company, its directors, its officers who sign the
Registration Statement and such control persons of the Company or
authorized representatives shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested an Indemnifying
Person to reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such
Indemnifying Person of the aforesaid request and (ii) such
Indemnifying Person shall not have reimbursed the Indemnified Person
in accordance with such request prior to the date of such settlement.
No Indemnifying Person shall, without the prior written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have
been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that
are the subject matter of such proceeding.
If the indemnification provided for in the first and second
paragraphs of this Section 7 is unavailable to an Indemnified Person
or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Underwriters
on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same respective proportions as the
net proceeds from the offering of such Securities (before deducting
expenses) received by the Company and the total underwriting discounts
and the commissions received by the Underwriters bear to the aggregate
public offering price of the Securities. The
24
relative fault of the Company on the one hand and the Underwriters on
the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or
payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified
Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no
event shall an Underwriter be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 7 are
several in proportion to the respective principal amount of the
Securities set forth opposite their names in Schedule I hereto, and
not joint.
The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law of in equity.
The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company set
forth in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Company, its
officers or directors or any other person controlling the Company and
(iii) acceptance of and payment for any of the Securities.
8. Notwithstanding anything herein contained, this Agreement may
be terminated in the absolute discretion of the Representatives, by
notice given to the Company, if after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the
Chicago
25
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago
Board of Trade, (ii) trading of any securities of or guaranteed by the
Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by either
Federal or New York State authorities, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of
the Representatives, is material and adverse and which, in the
judgment of the Representatives, makes it impracticable or inadvisable
to proceed with the offering, sale or delivery of the Securities on
the terms and in the manner contemplated in the Prospectus.
9. If, on the Closing Date, any one or more of the Underwriters
shall fail or refuse to purchase Securities which it or they have
agreed to purchase under this Agreement, and the aggregate principal
amount of Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of
the aggregate principal amount of the Securities, the other
Underwriters shall be obligated severally in the proportions that the
principal amount of Securities set forth opposite their respective
names in Schedule I hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Representatives may
specify, to purchase the Securities which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase on such date;
provided that in no event shall the principal amount of Securities
that any Underwriter has agreed to purchase pursuant to Section 1 be
increased pursuant to this Section 9 by an amount in excess of
one-tenth of such principal amount of Securities without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Securities and the
aggregate principal amount of Securities with respect to which such
default occurs is more than one-tenth of the aggregate principal
amount of Securities to be purchased, and arrangements satisfactory to
you and the Company for the purchase of such Securities are not made
within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the
Company. In any such case either you or the Company shall have the
right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents
or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
10. If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of the
Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to
perform its obligations under this Agreement or any condition of the
Underwriters' obligations cannot be fulfilled, the Company agrees to
reimburse the Underwriters or such Underwriters as have so terminated
26
this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and expenses of their
counsel) reasonably incurred by such Underwriters in connection with
this Agreement or the offering of Securities.
11. This Agreement shall inure to the benefit of and be binding
upon the Company, the Underwriters and each affiliate of any
Underwriter which assists such Underwriter in the distribution of the
Securities the Underwriters, any controlling persons referred to
herein and their respective successors and assigns. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to
give any other person, firm or corporation any legal or equitable
right, remedy or claim under or in respect of this Agreement or any
provision herein contained. No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such
purchase.
12. Any action by the Underwriters hereunder may be taken by you
jointly or by the first of the named Representatives set forth in
Schedule I hereto alone on behalf of the Underwriters, and any such
action taken by you jointly or by the first of the named
Representatives set forth in Schedule I hereto alone shall be binding
upon the Underwriters. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be given at the address set forth in
Schedule II hereto. Notices to the Company shall be given to it at
Universal Corporate Center, 367 South Gulph Road, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: General Counsel.
13. This Agreement may be signed in counterparts, each of which
shall be an original and all of which together shall constitute one
and the same instrument.
27
14. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflicts of laws provisions thereof.
Very truly yours,
UNIVERSAL HEALTH SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Chief
Financial Officer
Accepted: November 6, 2001
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
Acting severally on behalf of
themselves and the several
Underwriters listed in Schedule II
hereto.
By: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Principal
28
28
SCHEDULE I
Representatives: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
Underwriting Agreement
dated: November 6, 2001
Registration Statement
No.: 333-59916
Title of Securities: 6 3/4% Notes due ▇▇▇▇
▇▇▇▇▇▇▇▇▇ principal
amount: $200,000,000
Price to Public: 99.948% of the principal amount of the Securities,
plus accrued interest, if any, from November 9,
2001 to the Closing Date.
Indenture: Indenture dated as of January 20, 2000 between the
Company and Bank One Trust Company, N.A. as Trustee.
Maturity: November 15, 2011
Interest Rate: 6 3/4%
Interest Payment Dates: May 15 and November 15, commencing May 15, 2002
Optional Redemption
Provisions: The notes will be redeemable, in whole at
any time or in part from time to time, at
the Company's option, at a redemption price
equal to accrued and unpaid interest on the
principal amount being redeemed to the
redemption date plus the greater of:
o 100% of the principal amount of the notes
to be redeemed, and
29
o the sum of the present values of the
remaining scheduled payments of principal and
interest on the notes to be redeemed (not
including any portion of such payments of
interest accrued to the date of redemption)
discounted to the date of redemption on a
semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 30 basis points.
"Adjusted Treasury Rate" means, with respect to any
date of redemption, the rate per year equal to the
semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable
Treasury Price for that date of redemption.
"Comparable Treasury Issue" means the United States
Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term
of the notes to be redeemed that would be used, at
the time of selection and under customary financial
practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining
term of the notes.
"Comparable Treasury Price" means, with respect to
any date of redemption, the average of the Reference
Treasury Dealer Quotations for the date of
redemption, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or if the
trustee obtains fewer than three Reference Treasury
Dealer Quotations, the average of all Reference
Treasury Dealer Quotations.
"Quotation Agent" means ▇.▇. ▇▇▇▇▇▇ Securities Inc.
or another Reference Treasury Dealer appointed by
the Company.
"Reference Treasury Dealer" means each of ▇.▇.
▇▇▇▇▇▇ Securities Inc. and Banc of America
Securities LLC and their respective successors and
any other primary treasury dealer selected by the
30
Company. If any of the foregoing ceases to be a
primary U.S. Government securities dealer in New
York City, the Company must substitute another
primary treasury dealer.
"Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any
date of redemption, the average, as determined by
the trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in
writing to the trustee by the Reference Treasury
Dealer at 5:00 p.m., New York City time, on the
third business day before the date of redemption.
Notice of any redemption will be mailed at least 30
days but not more than 60 days before the date of
redemption to each holder of the notes to be
redeemed. Unless the Company defaults in payment of
the redemption price, on and after the date of
redemption, interest will cease to accrue on the
notes or portions of the notes called for
redemption.
Sinking Fund Provisions: None.
Other Provisions: The Company may from time to time,
without notice to or the consent of the registered
holders of the notes, create and issue further notes
ranking equally and ratably with the notes in all
respects (or in all respects except for the payment
of interest accruing prior to the issue date of such
further notes or except, in some cases, for the
first payment of interest following the issue date
of such further notes), so that such further notes
shall be consolidated and form a single series with
the notes and shall have the same terms as to
status, redemption or otherwise as the notes.
Closing Date and
Time of Delivery: November 9, 2001
31
Closing Location: ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Address for Notices
to Underwriters: ▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transaction Execution Group
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
32
SCHEDULE II
Principal Amount
of Securities
To Be Purchased
---------------
Underwriter
-----------
▇.▇. ▇▇▇▇▇▇ Securities Inc. .............................................. $ 79,000,000
Banc of America Securities LLC ........................................... 77,000,000
Fleet Securities, Inc. ................................................... 17,000,000
First Union Securities, Inc. ............................................. 17,000,000
ABN AMRO Incorporated .................................................... 10,000,000
Total $200,000,000
33
SCHEDULE III
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
ASC of Brownsville, Inc. Delaware
ASC of Corona, Inc. California
ASC of ▇▇▇▇▇▇▇, Inc. Delaware
ASC of Las Vegas, Inc. Nevada
ASC of Littleton, Inc. Colorado
ASC of Midwest City, Inc. Oklahoma
ASC of New Albany, Inc. Indiana
ASC of Palm Springs, Inc. California
ASC of Ponca City, Inc. Oklahoma
ASC of Reno, Inc. Nevada
ASC of Springfield, Inc. Missouri
ASC of St. ▇▇▇▇▇▇, Inc. Utah
Aiken Regional Medical Centers, Inc. South Carolina
Ambulatory Surgery Center of Brownsville, L.P. Delaware
▇▇▇▇▇▇ ▇▇▇▇▇ Services, Inc. Massachusetts
Arkansas Surgery Center of Fayetteville, L.P. Arkansas
Auburn Regional Medical Center, Inc. Washington
Bluegrass Regional Cancer Center, L.L.P. Kentucky
Capitol Radiation Therapy, L.L.P. Kentucky
Chalmette Medical Center, Inc. Louisiana
Children's Reach, L.L.C. Pennsylvania
▇▇▇▇▇▇ Health Management, Inc. Massachusetts
34
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
Cie Financiere & Immobiliere Medicale France
Clinic Management Services France
Clinique ▇▇▇▇▇ ▇▇▇▇ France
Clinique Bon Secours France
Clinique de Bercy France
Clinique Investissement France
Clinique Pasteur France
Clinique Richelieu France
Clinique Saint ▇▇▇▇▇▇▇▇ France
Comprehensive Occupational and Clinical Health, Inc. Delaware
C.S.J. France
Danville Radiation Therapy, L.L.P. Kentucky
Del Amo Hospital, Inc. California
District Hospital Partners, L.P. District of Columbia
Doctors' Hospital of Shreveport, Inc. Louisiana
Eye West Laser Vision, L.P. Delaware
Fonciere G France
Forest View Psychiatric Hospital, Inc. Michigan
Fort ▇▇▇▇▇▇ Medical Center, Inc. Delaware
Fort ▇▇▇▇▇▇ Medical Center, L.P. Delaware
G. V. I. France
▇▇▇▇ Oaks Hospital, Inc. Texas
▇▇▇▇▇▇▇▇ Bercy France
35
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
HRI Clinics, Inc. Massachusetts
HRI Hospital, Inc. Massachusetts
Health Care Finance & Construction Corp. Delaware
Holding Saint ▇▇▇▇▇▇▇▇ France
Hope Square Surgical Center, L.P. Delaware
Immobliere Bon Secours France
Immobliere de la Clinique Richelieu France
Immobliere Saint ▇▇▇▇▇▇▇▇ France
Inland Valley Regional Medical Center, Inc. California
Internal Medicine Associates of Doctors' Hospital, Inc. Louisiana
La Amistad Residential Treatment Center, Inc. Florida
Laredo Holdings, Inc. Delaware
Laredo Regional Medical Center, L.P. Delaware
Laredo Regional, Inc. Delaware
Madison Radiation Oncology Associates, L.L.C. Indiana
Maison de ▇▇▇▇▇ ▇▇▇▇▇▇▇ France
Manatee Memorial Hospital, L.P. Delaware
McAllen Hospitals, L.P. Delaware
McAllen Medical Center Physicians Group, Inc. Texas
Medi-Partenaires SAS France
Meridell Achievement Center, Inc. Texas
Merion Building Management, Inc. Delaware
Nevada Radiation Oncology Center-West, L.L.C. Nevada
36
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
New Albany Outpatient Surgery, L.P. Delaware
North Penn Hospital, L.L.C. Pennsylvania
Northern Nevada Ambulatory Surgical Center, L.L.C. Nevada
Northern Nevada Medical Center, L.P. Delaware
Northwest Texas Healthcare System, Inc. Texas
Northwest Texas Surgical Hospital, L.L.C. Texas
Nouvelle Clinique Villette France
Oasis Health Systems, L.L.C. Nevada
Plaza Surgery Center Limited Partnership Nevada
Polyclinique Saint ▇▇▇▇ France
Professional Probation Services, Inc. Georgia
Professional Surgery Corporation of Arkansas Arkansas
Pueblo Medical Center, Inc. Nevada
RCW of Edmond, Inc. Oklahoma
Radiation Therapy Associates of California, L.L.C. California
Relational Therapy Clinic, Inc. Louisiana
Renaissance Women's Center of Austin, L.L.C. Texas
Renaissance Women's Center of ▇▇▇▇▇▇, L.L.C. Oklahoma
River Crest Hospital, Inc. Texas
River Oaks, Inc. Louisiana
River Parishes Internal Medicine, Inc. Louisiana
Sante Finance SA France
Sante Investissment France
37
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
Sante Parteniers S.a.r.l. Luxembourg
Socrate France
South Texas Heart, Inc. Delaware
South Texas Holdings, Inc. Delaware
Southern Indiana Radiation Oncology Associates, L.L.C. Indiana
Sparks Family Hospital, Inc. Nevada
St. ▇▇▇▇▇▇ Surgical Center, L.P. Delaware
St. Louis Behavioral Medicine Institute, Inc. Missouri
Ste Nille D'Exploitation de la Clinique Cardiologique D'Aressy France
▇▇▇▇▇▇▇▇▇ Hospital Medical Center, L.L.C. Delaware
▇▇▇▇▇▇▇▇▇ Hospital Medical Center, L.P. Delaware
Surgery Center of Corona, L.P. Delaware
Surgery Center of ▇▇▇▇▇▇▇, L.L.C. Delaware
Surgery Center of Littleton, L.P. Delaware
Surgery Center of Midwest City, L.P. Delaware
Surgery Center of Ponca City, L.P. Delaware
Surgery Center of Springfield, L.P. Delaware
Surgery Center of Waltham, Limited Partnership Massachusetts
The Alliance for Creative Development, Inc. Pennsylvania
The ▇▇▇▇▇▇, Inc. Massachusetts
The Bridgeway, Inc. Arkansas
The Pavilion Foundation Illinois
Tonopah Health Services, Inc. Nevada
38
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
Trenton Street Corporation Texas
Turning Point Care Center, Inc. Georgia
Two Rivers Psychiatric Hospital, Inc. Delaware
UHS Advisory, Inc. Delaware
UHS Broadlane Holdings L.P. Delaware
UHS Health Partners S.a.r.l. Luxembourg
UHS Holding Company, Inc. Nevada
UHS International, Inc. Delaware
UHS Ireland Limited Ireland
UHS Las Vegas Properties, Inc. Nevada
UHS Managed Care Operations, L.L.C. Pennsylvania
UHS Midwest Center for Youth and Families, Inc. Indiana
UHS Receivables Corp. Delaware
UHS Recovery Foundation, Inc. Pennsylvania
UHS of Anchor, L.P. Delaware
UHS of Belmont, Inc. Delaware
UHS of Bradenton, Inc. Florida
UHS of D.C., Inc. Delaware
UHS of Delaware, Inc. Delaware
UHS of Eagle Pass, Inc. Delaware
UHS of Fairmount, Inc. Delaware
UHS of Fayetteville, Inc. Arkansas
UHS of Florida, Inc. Florida
39
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
UHS of ▇▇▇▇▇▇, Inc. Massachusetts
UHS of Georgia Holdings, Inc. Delaware
UHS of Georgia, Inc. Delaware
UHS of Greenville, Inc. Delaware
UHS of Hampton Learning Center, Inc. New Jersey
UHS of Hampton, Inc. New Jersey
UHS of ▇▇▇▇▇▇▇▇▇, Inc. Illinois
UHS of Lakeside, Inc. Delaware
UHS of Laurel Heights, L.P. Delaware
UHS of Manatee, Inc. Florida
UHS of New Orleans, Inc. Louisiana
UHS of Odessa, Inc. Texas
UHS of Oklahoma, Inc. Oklahoma
UHS of Parkwood, Inc. Delaware
UHS of Peachford, L.P. Delaware
UHS of Pennsylvania, Inc. Pennsylvania
UHS of Provo Canyon, Inc. Delaware
UHS of Puerto Rico, Inc. Delaware
UHS of Ridge, Inc. Delaware
UHS of River Parishes, Inc. Louisiana
UHS of Rockford, Inc. Delaware
UHS of ▇▇▇▇▇▇, ▇.▇. Delaware
UHS of Timberlawn, Inc. Texas
40
Name of Subsidiary Jurisdiction of Incorporation
------------------ -----------------------------
UHS of Waltham, Inc. Massachusetts
UHS of Westwood Pembroke, Inc. Massachusetts
UHSMS, Inc. Delaware
UHSR Corporation Delaware
Universal Community Behavioral Health, Inc. Pennsylvania
Universal Health Network, Inc. Nevada
Universal Health Pennsylvania Properties, Inc. Pennsylvania
Universal Health Recovery Centers, Inc. Pennsylvania
Universal Health Services of Cedar Hill, Inc. Texas
Universal Health Services of Concord, Inc. California
Universal Health Services of Rancho Springs, Inc. California
Universal Probation Services, Inc. Georgia
Universal Treatment Centers, Inc. Delaware
Valley Health System, L.L.C. Delaware
Valley Hospital Medical Center, Inc. Nevada
Valley Surgery Center, L.P. Delaware
Victoria Regional Medical Center, Inc. Texas
Vista Diagnostic Center, L.L.C. Nevada
Wellington Physician Alliances, Inc. Florida
Wellington Regional Health & Education Foundation, Inc. Florida
Wellington Regional Medical Center Incorporated Florida
41