Exhibit 99.1
Amendment No. 1 to Agreement and Plan of Merger
This Amendment No. 1 dated as of July 24, 1997 to Agreement and Plan
of Merger dated as of February 10, 1997 (the "Merger Agreement"), among MEDIQ
INCORPORATED (the "Acquiror"), PRN MERGER CORPORATION ("Sub") and UNIVERSAL
HOSPITAL SERVICES, INC. ("the Company").
WHEREAS, the Acquiror, Sub and the Company desire to amend the Merger
Agreement upon the terms set forth below in order to provide additional time to
resolve or defend against any objections of the Federal Trade Commission ("FTC")
to the proposed transaction.
NOW, THEREFORE, for valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 8.1(c) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"(c) by either the Acquiror of the Company if the Merger shall
not have been consummated on or before October 31, 1997 (unless the
failure to consummate the Merger by such date shall be due to the
action or failure to act of the party seeking to terminate this
Agreement in breach of such party's obligations under this Agreement);
or"
2. The following new Section 8.3 is hereby added to the Merger
Agreement immediately after Section 8.2:
"Section 8.3. Additional Termination Right.
Notwithstanding anything to the contrary in this Agreement, in the
event that the FTC shall file with any United States District Court
(the "District Court") a motion for a preliminary injunction with
respect to the Merger (i) the Acquiror and the Company shall each have
the right to terminate this Agreement, by written notice to the other,
at any time during the period commencing upon the issuance by the
District Court of a preliminary injunction pursuant to such motion and
ending at 11:59 p.m. (Eastern time) on the fifth business day
following the day on which the written ruling of the District Court
with respect to such preliminary injunction is first filed with the
Clerk of Court, and (ii) neither the Acquiror nor the Company shall be
under any obligation to effect the Merger prior to the expiration of
the termination right set forth in clause (i) of this Section 8.3."
3. Except as amended hereby (and in the waiver letters of the
parties dated March 28, 1997, July 11, 1997 and July 24, 1997), the Merger
Agreement shall remain in full force and effect in accordance with its terms.
WHEREAS, the Acquiror, Sub and Company have caused this Amendment to
be signed by the respective officers thereunto duly authorized as of the date
first above written.
MEDIQ INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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UNIVERSAL HOSPITAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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PRN MERGER CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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