X.X. Childs Equity Partners, L.P.
UHS Acquisition Corp.
November 25, 1997
Page 1
Exhibit 6
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 understand 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 are 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 confirm and agree with you as
follows:
A. He or she is the beneficial and, record owner of the
number of shares of common stock, par value $.01 per share, of UHS ("UHS
Common Stock") set forth opposite his or her name on Schedule I hereto
(together with the associated preferred stock purchase rights, 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,
none of he, she or any company, trust or other entity controlled by him,
her or them 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. They will not, and will not permit any company, trust or
other entity controlled by them or either of them, 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 as contemplated hereby, or
(ii) take any action which would make any representation or warranty made
by them in this Agreement untrue or incorrect.
C. They will, and will cause any company, trust or other
entity controlled by them or either of them to, cooperate fully with you
in connection with the Merger Agreement and the transactions contemplated
thereby. They 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. They will, and will cause any company, trust or other
entity controlled by them or either of them to, vote all of the Shares in
favor of the Merger, the Merger Agreement and the transactions
contemplated thereby, and none of he, she or any company, trust or other
entity controlled by them or either of them 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. They agree that (i) at the Effective Time, the Shares
will not be cancelled, extinguished or converted into the right to
receive the Merger Consideration, but instead each Share will remain
issued and outstanding as one fully paid and nonassessable share of
common stock of the Surviving Corporation, and (ii) upon consummation of
the Merger, all Options held by him as set forth in Schedule 2.2 to the
Merger Agreement will not be cancelled in exchange for the Option
Consideration in accordance with Section 1.8(a) of the Merger Agreement,
but instead all such Options will remain issued and outstanding options
to purchase shares of common stock of the Surviving Corporation. Holdings
agrees that its capital contributions to Merger Sub (and thus to the
Surviving Corporation) in connection with the Merger will be made in cash
on the basis of $15.50 per share of common stock. For purposes of this
Section 1(E) only, "Shares" includes any shares of UHS Common Stock
acquired by the undersigned after the date hereof and prior to the
Effective Time pursuant to employee benefit plans of UHS. Holdings
further agrees that Xxxxx Xxxxxxxxx shall be entitled to designate other
members of management of the Surviving Corporation, subject to the
approval of the Board of Directors of the Surviving Corporation, who
shall be given the right to purchase shares of common stock of the
Surviving Corporation for cash on the basis of $15.50 per share of common
stock.
F. They represent and warrant that they have all necessary
power and authority to enter into this letter agreement and that this
letter agreement is the legal, valid and binding agreement of each of
them, and is enforceable against each of them in accordance with its
terms.
G. They agree that they 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 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).
Section 5. Holdings and Merger Sub hereby agree that the
obligations of the undersigned hereunder, including without limitation,
the agreements of the undersigned contained in Section 1(D) and (E)
hereof, are expressly conditioned upon the observance and performance by
Holdings and Xxxxxx Sub of their respective obligations hereunder in all
material respects.
Section 6. Holdings and Merger Sub hereby agree to pay or
reimburse, or cause UHS to pay or reimburse, the undersigned for legal
fees reasonably incurred by them, or either of them, in connection with
the negotiation, execution and delivery of this Agreement, the related
Employment Agreement of even date herewith between Xxxxx X. Xxxxxxxxx and
Merger Sub and any other agreements that Holdings or Merger Sub requests
you to enter into in connection with the Merger Agreement and the
transactions contemplated thereby.
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart
hereof.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxx Xxxxxxxxx
Name: Xxxx Xxxxx Xxxxxxxxx
Acknowledged and agreed to as to Sections 2 and 3:
Universal Hospital Services, Inc.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
Confirmed on the date first above written:
X.X. Childs Equity Partners, L.P.
By: X.X. Childs Advisors, L.P.
General Partner
By: X.X. Childs Associates, L.P.
General Partner
By: X.X. Childs Associates, Inc.
General Partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
UHS Acquisition Corp.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
SCHEDULE I
Number of Shares Owned
Shareholder Beneficially or of Record
Xxxxx X. Xxxxxxxxx and
Xxxx Xxxxxxxxx 170,613
170,613 total above represents Shares owned individually or jointly. For
purposes of this letter agreement, "Shares" excludes 1,158 shares of
common stock owned by the Xxxxxxxxx'x daughter, Xxxxxxx; such shares
would not be "rolled over" but would be converted into the right to
receive the Merger Consideration.
Certain of the Shares are pledged to secure a margin loan containing
customary terms in the amount of approximately $97,000. To the extent
that such margin loan is required to be repaid, Holdings will, or will
cause the Company to, loan Xx. Xxxxxxxxx (on terms reasonably
satisfactory to Holdings and Xx. Xxxxxxxxx) an amount sufficient to repay
the margin loan (or portion thereof that is required to be repaid).
