US $135,000,000 CREDIT AGREEMENT Dated as of May 31, 2007 among UHS MERGER SUB, INC., as Borrower UHS HOLDCO, INC., as Parent MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., as Administrative Agent BANK OF...Credit Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 31, 2007 among UHS MERGER SUB, INC., a Delaware corporation (“Merger Sub”), UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (“UHS”) (prior to the Acquisition, Merger Sub, and after giving effect to the Acquisition, UHS as the surviving corporation, shall be referred to as the “Borrower”), UHS HOLDCO, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), the Initial L/C Issuer, the Initial Swing Line Lender and MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Minnesota
EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of May 31, 2007 and is between UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (the “Company”), and Rex Clevenger (the “Executive”).
Registration Rights Agreement Dated As of May 31, 2007 among UHS Merger Sub, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLCRegistration Rights Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 31st day of May, 2007, among UHS Merger Sub, Inc., a Delaware corporation (the “Issuer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”).
Dated as of May 31, 2007 From THE GUARANTORS NAMED HEREIN And THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINGuaranty • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
GUARANTY dated as of May 31, 2007 made by the Persons listed on the signature pages hereof under the caption “Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Delaware
THIS SECURITYHOLDERS AGREEMENT (the “Agreement”) is made as of May 31, 2007, by and among (i) UHS Holdco, Inc., a Delaware corporation (the “Company”), (ii) BSMB/UHS, L.P., a Delaware limited partnership (“BSMB/UHS”) and BSMB/UHS Co-Investment Partners, L.P., a Delaware limited partnership (“BSMB Co-Investment” and, together with BSMB/UHS, “BSMB”), (iii) Gary D. Blackford and Kathy Blackford (collectively, “Blackford”) and (iv) each of the other Persons whose names appear on the Schedule of Investors attached hereto (the “Schedule of Investors”), as amended from time to time in accordance with the terms hereof (the “Other Holders”), and each Person who after the date hereof acquires Common Stock and Common Stock Equivalents and agrees to be bound by this Agreement by executing a joinder to this Agreement substantially in the form of Exhibit A hereto. Capitalized terms used herein are defined in Section 12.
JOINDER AGREEMENTJoinder Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
THIS JOINDER AGREEMENT, dated as of May 31, 2007 (this “Joinder Agreement”), is among Universal Hospital Services, Inc. (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC.
SECOND LIEN PATENT SECURITY AGREEMENTSecond Lien Patent Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Second Lien Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Patent Security Agreement”) dated May 31, 2007, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with any successor collateral agent appointed pursuant to Article 12 of the Indenture referred to below, the “Collateral Agent”) for the benefit of the Trustee (as defined below) and the Holders of the Notes (collectively, the “Secured Parties”).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2007, among Universal Hospital Services, Inc., a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SECOND LIEN COPYRIGHT SECURITY AGREEMENTSecond Lien Copyright Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Second Lien Copyright Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Copyright Security Agreement”) dated May 31, 2007 is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with any successor collateral agent appointed pursuant to Article 12 of the Indenture referred to below, the “Collateral Agent”) for the benefit of the Trustee (as defined below) and the Holders of the Notes (collectively, the “Secured Parties”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated May 31, 2007 is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
Merger Sub and Wells Fargo, as trustee (the “Trustee”), have entered into an Indenture dated as of May 31, 2007 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Indenture”).
July 27, 2007Universal Hospital Services Inc • August 14th, 2007 • Services-miscellaneous equipment rental & leasing
This letter supplements the terms and conditions of your employment agreement dated as of May 31, 2007 (“Employment Agreement”) with Universal Hospital Services, Inc. (the “Company”). Capitalized terms used herein and not defined herein shall have the meaning set forth in the Employment Agreement.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Professional Services Agreement (this “Agreement”) is made as of May 31, 2007, by and among Bear Stearns Merchant Manager III (Cayman), L.P., a Cayman Islands exempted limited partnership (“BSMB”), and Universal Hospital Services, Inc. (the “Company”), a Delaware corporation. Certain capitalized terms used herein are defined in Section 9 below.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 16, 2007 is made by and among Universal Hospital Services, Inc., a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association (the “Trustee”), as Trustee.
SECOND LIEN TRADEMARK SECURITY AGREEMENTSecond Lien Trademark Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
This Second Lien Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Trademark Security Agreement”) dated May 31, 2007 is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with any successor collateral agent appointed pursuant to Article 12 of the Indenture referred to below, the “Collateral Agent”) for the benefit of the Trustee (as defined below) and the Holders of the Notes (collectively, the “Secured Parties”).
July 27, 2007Universal Hospital Services Inc • August 14th, 2007 • Services-miscellaneous equipment rental & leasing
This letter supplements the terms and conditions of your employment agreement dated as of May 31, 2007 (“Employment Agreement”) with Universal Hospital Services, Inc. (the “Company”). Capitalized terms used herein and not defined herein shall have the meaning set forth in the Employment Agreement.
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • New York
The Borrower and UHS HOLDCO, INC., a Delaware corporation (“Parent”), have entered into a Credit Agreement dated as of May 31, 2007 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) the Lenders (as defined in the Credit Agreement), the Initial L/C Issuer (as defined in the Credit Agreement), the Initial Swing Line Lender (as defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement).
UHS HOLDCO, INC. FORM OF OPTION AGREEMENT EVIDENCING A GRANT OF AN OPTION UNDER THE EMPLOYEE OPTION PLANOption Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Delaware
This Option Agreement (this “Agreement”) is made [ ], 20 , between UHS Holdco, Inc., a Delaware corporation (the “Company”), and [ ] (“Grantee”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Minnesota
EMPLOYMENT AGREEMENT (this “Employment Agreement”) dated as of July 17, 2007 (“Effective Date”), between UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (the “Company”) and Walter T. Chesley (the “Executive”).
