Exhibit 7
[Form of Support/
Voting Agreement]
November 25, 1997
X.X. Childs Equity Partners, L.P.
c/o X.X. Childs Associates, L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
UHS Acquisition Corp.
c/o X.X. Childs Associates, L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
Re: Support/Voting Agreement
Gentlemen:
The undersigned understands that X.X. Childs Equity Partners,
L.P. ("Holdings"), UHS Acquisition Corp., a wholly owned subsidiary of
Holdings ("Merger Sub"), and Universal Hospital Services, Inc., a
Minnesota corporation ("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"). Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement. The
undersigned is entering into this letter agreement at the request of
Holdings and Merger Sub, as a condition to their willingness to enter
into the Merger Agreement and to consummate the transactions contemplated
thereby.
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 common stock, par value $.01 per share, of UHS ("UHS Common
Stock") 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 and except for Options held
by him as set forth in Schedule 2.2 to the Merger Agreement, 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 (i) 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 transferee and UHS enter into a letter agreement with
Holdings and Merger Sub identical to this letter agreement concurrently
with such proposed transfer, or (ii) take any action which would make any
representation or warranty made by him in this Agreement untrue or
incorrect.
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 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 Holdings, 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 of the
Shares (or grant any proxy with respect to any of the 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 Holdings 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 Holdings and
Merger Sub that UHS shall not register the transfer of any of the
undersigned's Shares without the prior written consent of Holdings.
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:
Universal Hospital Services, Inc.
By:
Name:
Title:
Confirmed on the date first above written:
X.X. Childs Equity Partners, L.P.
By: X.X. Childs Advisors, L.P.,
its general partner
By: X.X. Childs Associates, L.P.,
its general partner
By: X.X. Childs Associates, Inc.,
its general partner
By:
Name:
Title:
UHS Acquisition Corp.
By:
Name:
Title:
* An agreement in this form was executed among Universal Hospital
Services, Inc., X.X. Childs Equity Partners, L.P., UHS Acquisition Corp.
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
Xxxxxx X. Xxxxxx 295,551
Xxxxxxx X. Xxxxxx 226,835
Xxxx X. Xxxxxx 171,223
Xxxxx X. Xxxxxx 143,298
