Material Agreement Form 8 K

On September 17, 2024, Universal Health Services, Inc. (the "Issuer") and certain of its subsidiaries entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (the "Underwriters"), for the issuance and sale by the Issuer of $1,000,000,000 aggregate principal amount of senior secured notes (collectively, the "Notes") in the following tranches:

The Notes will be guaranteed on a senior secured basis by all of the Issuer's existing and future direct and indirect subsidiaries that guarantee the Issuer's senior secured credit facility or the Issuer's other first lien obligations or any junior lien obligations (the "Subsidiary Guarantors"), and will be issued and sold pursuant to the Issuer's and the Subsidiary Guarantors' Registration Statement on Form S-3(File No. 333-282135),including the prospectus dated September 16, 2024, and a related prospectus supplement dated September 17, 2024 as filed with the Securities and Exchange Commission on September 19, 2024 (the "Prospectus Supplement").

The Underwriting Agreement includes customary representations, warranties and covenants by the Issuer and the Subsidiary Guarantors. It also provides for customary indemnification by the Issuer and the Subsidiary Guarantors, on the one hand, and the Underwriters, on the other hand, against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.

As more fully described under the caption "Underwriting (conflicts of interest)" in the Prospectus Supplement, certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Issuer and to persons and entities with relationships with the Issuer, for which they have received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acted as a joint lead arranger and acts as administrative agent under the Issuer's senior secured credit facility, and affiliates of certain of the other Underwriters act as lenders and, in some cases, as joint lead arrangers and agents, under the Issuer's senior secured credit facility. As a result, these affiliates of certain Underwriters will receive a portion of the proceeds of the transactions as a result of the repayment of the outstanding borrowings under the Issuer's current tranche A term loan facility.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.