February____, 1996
MEDIQ Incorporated
One MEDIQ Plaza
Pennsauken, NJ 08110
PRN Merger Corporation
One XXXXX Xxxxx
Xxxxxxxxxx, XX 00000
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that MEDIQ Incorporated ("MEDIQ"),
PRN Merger Corporation, an indirect wholly-owned subsidiary of MEDIQ ("Merger
Sub") and Universal Hospital Services, Inc. ("UHS") are entering into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), providing for, among other things, the merger of Merger Sub with
and into UHS (the "Merger").
Section 1. The undersigned confirms and agrees with you as follows:
A. He is the beneficial or record owner of the number of shares of
capital stock of UHS set forth opposite his name on Schedule I hereto (the
"Shares"), free and clear of all liens, charges, encumbrances, adverse claims,
voting agreements and commitments of every kind, except as disclosed on Schedule
I. Except as set forth on Schedule I, neither he nor any company, trust or other
entity controlled by him owns any additional shares of the capital stock of UHS
or any interest therein or has any voting rights with respect to any additional
shares of capital stock of UHS.
B. He will not, and will not permit any company, trust or other entity
controlled by him, to contract to sell, sell or otherwise transfer or dispose of
any of the Shares or any interest therein or options or securities convertible
thereinto or any voting rights with respect thereto, other than pursuant to the
Merger, unless the proposed transferree and UHS enter into a letter agreement
with MEDIQ and Merger Sub identical to this letter agreement concurrently with
such proposed transfer.
C. He will, and will cause any company, trust or other entity
controlled by him to, cooperate fully with you in connection with the Merger
Agreement and the transactions contemplated thereby. He will not, and will not
permit any such company, trust or other entity to, directly or indirectly
(including through its officers, directors, employees or other representatives)
solicit, initiate, encourage or facilitate, or furnish or disclose non-public
information in furtherance of, any inquiries or the making of any proposal with
respect to any recapitalization, merger, consolidation or other business
combination involving UHS or its subsidiary, or acquisition of any capital stock
or any material portion of the assets of UHS, or any combination of the
foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage
in discussions with any person (other than MEDIQ, Merger Sub or their respective
directors, officers, employees, agents and representatives) with respect to any
Competing Transaction or enter into any agreement, arrangement or understanding
with respect to any Competing Transaction or agree to or otherwise assist in the
effectuation of any Competing Transaction; provided, however, that nothing
herein shall restrict him from taking any action in his capacity as an officer
or director of UHS that he is permitted to take in such capacity under the
Merger Agreement.
D. He will, and will cause any company, trust or other entity
controlled by him to, vote all of the Shares beneficially owned or controlled by
him at the record date for any meeting of shareholders of UHS at which the
Merger, the Merger Agreement and/or the transactions contemplated thereby are
considered, in favor of the Merger, the Merger Agreement and the transactions
contemplated thereby and neither he nor any company, trust or other entity
controlled by him will vote any Shares (or grant a proxy with respect to any
Shares) in favor of any Competing Transaction at any meeting of the shareholders
of UHS.
E. He represents and warrants that he has all necessary power and
authority to enter into this letter agreement and that this letter agreement is
the legal, valid and binding agreement of him, and is enforceable against him in
accordance with its terms.
F. He agrees that he will, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further transfers,
assignments, endorsements, consents and other instruments as MEDIQ or Merger Sub
may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement and to vest the power to vote the
Shares as contemplated by Section 1(D).
Section 2. UHS agrees with and covenants to MEDIQ and Merger Sub that
UHS shall not register the transfer of any of the undersigned's Shares without
the prior written consent of MEDIQ.
Section 3. UHS and the undersigned agree that damages are an inadequate
remedy for the breach by it of any term or condition of this letter agreement
and that you shall be entitled to a temporary restraining order and preliminary
and permanent injunctive relief in order to enforce the terms of this letter
agreement.
Section 4. This letter agreement may be terminated at the option of any
party at any time upon the earlier of (i) termination of the Merger Agreement,
or (ii) the Effective Time (as defined in the Merger Agreement).
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart hereof.
Very truly yours,
*
-----------------------------
Name:
Acknowledged and agreed to as to Sections 2 and 3.
UHS
By: /s/
--------------------------
Name:
Title:
Confirmed on the date first above written.
MEDIQ
By: /s/
------------------------------
Name:
Title:
* An agreement in this form was executed among the Issuer, MEDIQ Incorporated,
PRN Merger Corporation and each of the following individuals: Xxxx X. Xxxxxx,
Xxxxxx x. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx
SCHEDULE I
Number of Shares Owned
Shareholder Beneficially or of Record
