4) LONG-TERM DEBT

A summary of long-term debt follows:


	December 31,
	2011			2010
	(amounts in thousands)
Long-term debt:
Notes payable and Mortgages payable (including obligations under capitalized leases of $9,982 in 2011 and $11,962 in 2010) and term loans with varying maturities through 2038; weighted average interest at 6.1% in 2011 and 6.5% in 2010 (see Note 7 regarding capitalized leases)	$	51,841		$	49,355
Revolving credit and demand notes		249,600			187,500
Term Loan A, net of unamortized discount of $6,103		1,020,375			1,042,322
Term Loan B, net of unamortized discount of $19,500		1,436,772			1,576,500
Revenue bonds, interest at floating rates of 0.2% and 0.3% at December 31, 2011 and 2010, respectively, with varying maturities through 2015		5,300			5,300
Accounts receivable securitization program		240,000			204,000
6.75% Senior Secured Notes due 2011, net of the unamortized discount of $9 in 2010, and fair market value adjustment of $559 in 2010.		—			200,550
7.125% Senior Secured Notes due 2016, including unamortized net premium of $19 in 2011 and $24 in 2010		400,019			400,024
7.00% Senior Unsecured Notes due 2018		250,000			250,000

		3,653,907			3,915,551
Less-Amounts due within one year		(2,479	)		(3,449	)

	$	3,651,428		$	3,912,102

On November 15, 2010, we entered into a credit agreement (the "Credit Agreement") with various financial institutions. The Credit Agreement is a senior secured facility which provided an initial aggregate commitment amount of $3.45 billion, comprised of a new $800 million revolving credit facility, a $1.05 billion Term Loan A facility and a $1.6 billion Term Loan B facility. Prior to the effectiveness of the Credit Agreement Amendment in March, 2011 (as discussed below), we prepaid the principal amount and permanently reduced the Term Loan B commitment by $125 million. During 2011, we made scheduled principal payments of $16 million on the Term Loan B and $26 million on the Term Loan A. The revolving credit facility and the Term Loan A mature on November 15, 2015 and the Term Loan B matures on November 15, 2016. The revolving credit facility includes a $125 million sub-limit for letters of credit. The Credit Agreement is secured by substantially all of the assets of the Company and our material subsidiaries and guaranteed by our material subsidiaries.

On March 15, 2011, we entered into a first amendment to the Credit Agreement (the "Amendment") which became effective immediately and provides, among other things, for a reduction in the interest rates payable in connection with borrowings under the Credit Agreement. Upon the effectiveness of the Amendment, borrowings under the Credit Agreement bear interest at the ABR rate which is defined as the rate per annum equal to, at our election (1) the greatest of (a) the lender's prime rate, (b) the weighted average of the federal funds rate, plus 0.5% and (c) one month Eurodollar rate plus 1%, in each case, plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 0.50% to 1.25% for revolving credit and Term Loan A borrowings and 1.75% to 2.00% for Term Loan B borrowings or (2) the one, two, three or six month Eurodollar rate (at our election), plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 1.50% to 2.25% for revolving credit and Term Loan A borrowings and ranging from 2.75% to 3.00% for Term Loan B borrowings. The current applicable margins are 0.75% for ABR-based loans, 1.75% for Eurodollar-based loans under the revolving credit and Term Loan A facilities and 2.75% under the Term Loan B facility. Upon the effectiveness of the Amendment, the minimum Eurodollar rate for the Term Loan B facility was reduced from 1.50% to 1.00%. In connection with the Amendment, we paid a fee of 1.00% of the amounts outstanding under the Term Loan B in accordance with the terms of the Credit Agreement.

In October, 2010, we amended our accounts receivable securitization program ("Securitization") with a group of conduit lenders and liquidity banks. We increased the size of the Securitization to $240 million (the "Commitments"), from $200 million, and extended the maturity date to October 25, 2013. Substantially all of the patient-related accounts receivable of our acute care hospitals ("Receivables") serve as collateral for the outstanding borrowings. The interest rate on the borrowings is based on the commercial paper rate plus a spread of 0.475% and there is a facility fee of 0.375% required on 102% on the Commitments. We have accounted for this Securitization as borrowings. We maintain effective control over the Receivables since, pursuant to the terms of the Securitization, the Receivables are sold from certain of our subsidiaries to special purpose entities that are wholly-owned by us. The Receivables, however, are owned by the special purpose entities, can be used only to satisfy the debts of the wholly-owned special purpose entities, and thus are not available to us except through our ownership interest in the special purpose entities. The wholly-owned special purpose entities use the Receivables to collateralize the loans obtained from the group of third-party conduit lenders and liquidity banks. The group of third-party conduit lenders and liquidity banks do not have recourse to us beyond the assets of the wholly-owned special purpose entities that securitize the loans. At December 31, 2011, we had $240 million of outstanding borrowings and no additional capacity pursuant to the terms of our accounts receivable securitization program.

As of December 31, 2011, we had $9 million outstanding borrowings under a short-term, on-demand credit facility. Outstanding borrowings, if any, pursuant to this facility are classified as long-term debt on our Consolidated Balance Sheet since they can be refinanced through available borrowings under the terms of our Credit Agreement.

As of December 31, 2011, we had an aggregate of $482 million of available borrowing capacity pursuant to the terms of our Credit Agreement and Securitization, net of $69 million of outstanding letters of credit and $9 million of outstanding borrowings under a short-term, on-demand credit facility.

On September 29, 2010, we issued $250 million of 7.00% senior unsecured notes (the "Unsecured Notes") which are scheduled to mature on October 1, 2018. The Unsecured Notes were registered in April, 2011. Interest on the Unsecured Note is payable semiannually in arrears on April 1st and October 1st of each year. The Unsecured Notes can be redeemed in whole at anytime subject to a make-whole call at treasury rate plus 50 basis points prior to October 1, 2014. They are also redeemable in whole or in part at a price of: (i) 103.5% on or after October 1, 2014; (ii) 101.75% on or after October 1, 2015, and; (iii) 100% on or after October 1, 2016. These Unsecured Notes are guaranteed by a group of subsidiaries (each of which is a 100% directly owned subsidiary of Universal Health Services, Inc.) which fully and unconditionally guarantee the Unsecured Notes on a joint and several basis, subject to certain customary automatic release provisions.

On June 30, 2006, we issued $250 million of senior notes which have a 7.125% coupon rate and mature on June 30, 2016 (the "7.125% Notes"). Interest on the 7.125% Notes is payable semiannually in arrears on June 30th and December 30th of each year. In June, 2008, we issued an additional $150 million of 7.125% Notes which formed a single series with the original 7.125% Notes issued in June, 2006. Other than their date of issuance and initial price to the public, the terms of the 7.125% Notes issued in June, 2008 are identical to and trade interchangeably with, the 7.125% Notes which were originally issued in June, 2006.

During 2001, we issued $200 million of senior notes which have a 6.75% coupon rate and which matured and were paid in full on November 15, 2011 (the "6.75% Notes"). The interest on the 6.75% Notes was paid semiannually in arrears on May 15th and November 15th of each year.

In connection with the entering into of the Credit Agreement on November 15, 2010, and in accordance with the Indenture dated January 20, 2000 governing the rights of our existing notes, we entered into a supplemental indenture pursuant to which our 7.125% Notes (due in 2015) and our 6.75% Notes (which matured in November, 2011) were equally and ratably secured with the lenders under the Credit Agreement with respect to the collateral for so long as the lenders under the Credit Agreement are so secured.

The average amounts outstanding during 2011, 2010, and 2009 are under the current and prior Credit Agreements, demand notes and accounts receivable securitization programs were $2.9 billion, $610 million and $287 million, respectively, with corresponding interest rates of 3.4%, 3.4%, and 1.7% including commitment and facility fees. The maximum amounts outstanding at any month-end were $3.03 billion in 2011, $3.11 billion in 2010, and $356 million in 2009. The effective interest rate on our current and prior Credit Agreements, accounts receivable securitization programs, and demand notes, which includes the respective interest expense, commitment and facility fees, designated interest rate swaps expense and amortization of deferred financing costs and original issue discounts, was 4.6% in 2011, 5.0% in 2010 and 3.9% in 2009.

Our Credit Agreement includes a material adverse change clause that must be represented at each draw. The Credit Agreement contains covenants that include a limitation on sales of assets, mergers, change of ownership, liens and indebtedness, transactions with affiliates and dividends; and requires compliance with financial covenants including maximum leverage and minimum interest coverage ratios. We are in compliance with all required covenants as of December 31, 2011.

The carrying values of our debt at December 31, 2011 and 2010 are reflected above. The fair values of our debt at December 31, 2011 and 2010 were $3.70 billion and $3.96, respectively. The fair value of our debt was computed based upon quotes received from financial institutions.

Aggregate maturities follow:


	(000s)
2012	$	2,479
2013		242,638
2014		3,970
2015		1,290,085
2016		1,840,693
Later		274,042

Total	$	3,653,907