Exhibit 10.2

 

EXECUTION COPY

 

AMENDED AND RESTATED

 

SECOND LIEN SECURITY AGREEMENT

 

Dated August 7, 2012

 

From

 

The Grantors referred to herein

 

as Grantors

 

To

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

as Collateral Agent

 











 

TABLE OF CONTENTS

 

	
 
    	
 
    	
Page
    
	
SECTION 1.
    	
Grant of Security
    	
4
    
	
SECTION 2.
    	
Security for Obligations
    	
7
    
	
SECTION 3.
    	
Second Priority Nature of Liens
    	
8
    
	
SECTION 4.
    	
Grantors Remain Liable
    	
8
    
	
SECTION 5.
    	
Delivery and Control of Security Collateral and Chattel   Paper
    	
9
    
	
SECTION 6.
    	
Maintaining the Collateral Account; Pledged Deposit   Accounts
    	
9
    
	
SECTION 7.
    	
Investing of Amounts in the Collateral Account
    	
10
    
	
SECTION 8.
    	
Release of Amounts
    	
10
    
	
SECTION 9.
    	
Representations and Warranties
    	
10
    
	
SECTION 10.
    	
Further Assurances
    	
14
    
	
SECTION 11.
    	
As to Equipment and Inventory
    	
15
    
	
SECTION 12.
    	
Insurance
    	
15
    
	
SECTION 13.
    	
Post-Closing Changes
    	
15
    
	
SECTION 14.
    	
As to Intellectual Property Collateral
    	
16
    
	
SECTION 15.
    	
Commercial Tort Claims
    	
17
    
	
SECTION 16.
    	
Transfers and Other Liens
    	
18
    
	
SECTION 17.
    	
Collateral Agent Appointed Attorney in Fact
    	
18
    
	
SECTION 18.
    	
Collateral Agent May Perform
    	
18
    
	
SECTION 19.
    	
The Collateral Agent’s Duties
    	
18
    
	
SECTION 20.
    	
As to Receivables and Security Collateral
    	
19
    
	
SECTION 21.
    	
Remedies
    	
19
    
	
SECTION 22.
    	
Indemnity and Expenses
    	
21
    
	
SECTION 23.
    	
Amendments; Waivers; Additional Grantors; Additional   Secured Parties, Etc.
    	
22
    
	
SECTION 24.
    	
Notices, Etc.
    	
24
    
	
SECTION 25.
    	
Continuing Security Interest; Transfers under the Existing   Indenture and any Additional Pari Passu Agreement
    	
24
    
	
SECTION 26.
    	
Release; Termination
    	
25
    
	
SECTION 27.
    	
Execution in Counterparts
    	
26
    
	
SECTION 28.
    	
Intercreditor Agreement
    	
26
    
	
SECTION 29.
    	
Governing Law
    	
26
    


 

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TABLE OF CONTENTS

(continued)

 

	
 
    	
 
    	
 
    	
Page
    
	
Schedules
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Schedule I
    	
—
    	
Investment Property
    	
 
    
	
Schedule II
    	
—
    	
Pledged Deposit Accounts
    	
 
    
	
Schedule III
    	
—
    	
[Intentionally Omitted]
    	
 
    
	
Schedule IV
    	
—
    	
Intellectual Property
    	
 
    
	
Schedule V
    	
—
    	
Commercial Tort Claims
    	
 
    
	
Schedule VI
    	
—
    	
Location, Chief Executive Office, Type of   Organization, Jurisdiction of Organization and Organizational Identification   Number
    	
 
    
	
Schedule VII
    	
—
    	
Changes in Name, Location, Etc.
    	
 
    
	
Schedule VIII
    	
—
    	
Locations of Equipment and Inventory
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Exhibits
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Exhibit A
    	
—
    	
[Intentionally Omitted]
    	
 
    
	
Exhibit B
    	
—
    	
Form of Second Lien Copyright Security Agreement
    	
 
    
	
Exhibit C
    	
—
    	
Form of Second Lien Patent Security Agreement
    	
 
    
	
Exhibit D
    	
—
    	
Form of Second Lien Trademark Security Agreement
    	
 
    
	
Exhibit E
    	
—
    	
Form of Second Lien Security Agreement Supplement
    	
 
    
	
Exhibit F
    	
—
    	
Form of Additional Pari Passu Joinder Agreement
    	
 
    


 

 

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AMENDED AND RESTATED
 SECOND LIEN SECURITY AGREEMENT

 

This AMENDED AND RESTATED SECOND LIEN SECURITY AGREEMENT, dated as of August 7, 2012 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made by UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (“UHS”) and the other Persons who from time to time become parties hereto as grantors (together with the Borrower, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with any successor collateral agent for the benefit of the Secured Parties (as defined below, the “Collateral Agent”).

 

PRELIMINARY STATEMENTS

 

A.                                    This Agreement amends, in certain respects and restates in its entirety, the SECOND LIEN SECURITY AGREEMENT, dated as of May 31, 2007 (the “Existing Agreement”), made by UHS MERGER SUB, INC., a Delaware corporation (“Merger Sub”), UHS, the other grantors party thereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent for the benefit of the secured parties referred to therein.

 

B.                                    UHS is the issuer of (i) $405,000,000 in aggregate principal amount of 8.50%/9.25% Second Lien Senior Secured PIK Toggle Notes due 2015 and (ii) $230,000,000 in aggregate principal amount of the Second Lien Senior Secured Floating Rate Notes due 2015 (together, the “Existing Notes”), each issued pursuant to the Indenture, dated as of May 31, 2007 (“Existing Indenture”) and (iii) $425,000,000 in aggregate principal amount of Second Lien Senior Secured Notes due 2020 (including any additional notes issued under the New Indenture referred to below, the “ New Notes”) issued under the Indenture, dated as of August 7, 2012 (as amended, amended and restated, extended, refinanced, supplemented or otherwise modified from time to time, the “New Indenture”), among UHS and Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors and assigns, the “New Trustee”), which Existing Notes and New Notes are secured by the liens granted under the Existing Agreement.

 

C.                                    The Existing Indenture allows UHS to designate certain indebtedness of UHS or a Guarantor (as defined in the Existing Indenture) as “Second Priority Lien Obligations” (as defined in the Existing Indenture) for purposes of the Security Documents (as defined in the Existing Indenture), provided such indebtedness is permitted to be incurred pursuant to the terms of the Existing Indenture (such indebtedness, the “Existing Indenture Additional Pari Passu Obligations”).  UHS hereby designates the indebtedness of UHS and the Guarantors arising from time to time in respect of the New Indenture, the New Notes and any guaranty thereof to be “Second Priority Lien Obligations” for purposes of the Existing Indenture and “Existing Indenture Additional Pari Passu Obligations” for purposes of this Agreement.

 

D.                                    The New Indenture allows UHS to designate certain indebtedness and other obligations of UHS or a Guarantor (as defined in the New Indenture) as “Second Priority Lien Obligations” (as defined in the New Indenture) for purposes of the Security Documents (as

 

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defined in the New Indenture), provided such indebtedness and other obligations are permitted to be incurred pursuant to the terms of the New Indenture (such designated indebtedness and other obligations, together with the Existing Indenture Additional Pari Passu Obligations, the “Additional Pari Passu Obligations”).

 

E.                                     The Existing Agreement was a Security Document as defined in the Existing Indenture and this Agreement is a Security Document as defined in each of the Existing Indenture and the New Indenture.

 

F.                                      The holders of Additional Pari Passu Obligations or any Person appointed to act as trustee, agent or representative for any holder of Additional Pari Passu Obligations (each an “Additional Pari Passu Agent”) pursuant to any agreement evidencing, securing, guaranteeing or governing such Additional Pari Passu Obligations (each an “Additional Pari Passu Agreement”) may become parties to this Agreement by execution and delivery of an Additional Pari Passu Joinder Agreement, as defined in, and delivered to the Collateral Agent pursuant to, Section 23(c) of this Agreement, together with its successors and assigns in such capacity.

 

G.                                    UHS and the other Grantors now or hereafter party hereto enter into this agreement with the Collateral Agent for the benefit of the holders of the Existing Notes, the Trustee under the Existing Indenture, the holders of any Additional Pari Passu Obligations (including holders of the New Notes) and any Additional Pari Passu Agent (including the Trustee under the New Indenture and Wells Fargo as Collateral Agent for the holders of the New Notes) (all such Persons, collectively, the “Secured Parties”).

 

H.                                   Each Grantor is the owner of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Grantor’s name on and as otherwise described in Schedule I hereto and issued by the obligors named therein.

 

I.                                        Each Grantor is the owner of the deposit accounts (the “Pledged Deposit Accounts”) set forth opposite such Grantor’s name on Schedule II hereto.

 

J.                                        UHS will be the owner of an account to be opened with the Collateral Agent after Discharge of First Lien Obligations (the “Collateral Account”).

 

K.                                   The Grantors own the other Collateral described below.

 

L.                                     It is a requirement of the Existing Indenture, the New Indenture and any Additional Pari Passu Agreement(s), as applicable, that the Grantors shall have granted the security interest contemplated by this Agreement.  Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Indenture.

 

M.                                 Terms defined in the Existing Indenture and not otherwise defined in this Agreement are used in this Agreement as defined in the Existing Indenture.  Further, unless otherwise defined in this Agreement or in the Existing Indenture, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9.  “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial

 

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Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

 

N.                                    The Grantors have granted to the collateral agent under the First Lien Credit Agreement (the “First Lien Collateral Agent”), for the benefit of the holders of obligations under the First Lien Documents and certain other secured parties, a first priority security interest in the Collateral, it being understood that the relative rights and priorities of the grantees in respect of the Pledged Collateral are governed by the Intercreditor Agreement.

 

NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

 

SECTION 1.                                        Grant of Security.  Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

 

(a)                                 all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC (any and all such property being the “Equipment”);

 

(b)                                 all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor), and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the “Inventory”);

 

(c)                                  all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in subsection (d), (e) or (f) below, being the “Receivables,” and any and all such supporting

 

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obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);

 

(d)                                 the following (collectively, the “Security Collateral”):

 

(i)                                     the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;

 

(ii)                                  all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;

 

(e)                                  Contracts;

 

(f)                                   the following (collectively, the “Account Collateral”):

 

(i)                                     the Pledged Deposit Accounts, the Collateral Account and all funds from time to time credited thereto (including without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts or the Collateral Account;

 

(ii)                                  all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and

 

(iii)                               all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and

 

(g)                                  the following (collectively, the “Intellectual Property Collateral”):

 

(i)                                     all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);

 

(ii)                                  all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the

 

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grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);

 

(iii)                               all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);

 

(iv)                              all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”);

 

(v)                                 all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

 

(vi)                              all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule IV hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

 

(vii)                           all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

 

(viii)                        all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary, (all of the foregoing collectively referred to as “IP Agreements”); and

 

(ix)                              any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or

 

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breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

 

(h)                                 the commercial tort claims described in Schedule V hereto (together with any commercial tort claims as to which the Grantors have complied with the requirements of Section 15, the “Commercial Tort Claims Collateral”);

 

(i)                                     all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and

 

(j)                                    all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in subsections (a) through (i) of this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash.

 

Notwithstanding anything herein to the contrary, this Agreement shall not constitute a grant of security interest in (and the term “Collateral” shall be deemed not to include) (A) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder, to the extent that and for so long as (but only for so long as), the grant of such security interest shall (1) constitute or result in the abandonment, invalidation or unenforceability under applicable law of any right, title or interest of any Grantor therein or (2) constitute or result in a material breach or termination pursuant to the terms of, or a material default, under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions)); (B) any Equipment owned by any Grantor that is subject to a purchase money Lien or a capital lease permitted pursuant to the Indenture if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits the creation of any other Lien on such Equipment, but only, in each case, to the extent and for so long as (but only for so long as), the Indebtedness secured by the applicable Lien or the applicable capital Lease has not been repaid in full or the applicable prohibition has not otherwise been removed or terminated; provided that any proceeds, substitutions or replacements of any property included in subclauses (A) and (B) above shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (A) or (B)); (C) any Equity Interests or investment property in any subsidiary or joint venture, (D) motor vehicles and other assets subject to certificates of title and letter of credit rights, or (E) assets requiring perfection through control agreements (excluding deposit accounts (excluding payroll, trust, petty cash, zero balance and withholding accounts)).

 

SECTION 2.                                        Security for Obligations.  This Agreement secures, equally and ratably, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under (i) this Agreement, (ii) the Existing Notes, the Existing Indenture, the Security

 

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Documents and the Subsidiary Guarantees (each as defined in the Existing Indenture) (collectively, the “Existing Notes Obligations”), (iii) the New Notes, the New Indenture, the Security Documents (as defined in the New Indenture) and the Subsidiary Guarantees (as defined in the New Indenture) (collectively, the “New Notes Obligations”), (iv) any Additional Pari Passu Agreement and (v) the Intercreditor Agreement (the documents described in clauses (i) to and including (v), collectively, the “Second Lien Documents”), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”).  Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Existing Indenture, the New Indenture and any Additional Pari Passu Agreement, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor.  Except as otherwise provided in Section 23 below, all proceeds of Collateral received by the Collateral Agent shall, subject to the Intercreditor Agreement, be distributed by the Collateral Agent, to the holders of the Secured Obligations (or their representative, including the Trustee under the Existing Indenture, the Trustee under the New Indenture and any Additional Pari Passu Agent), pro rata, on the basis of the outstanding amount of Secured Obligations owed to such holders, for application as provided in the Existing Indenture, the New Indenture or applicable Additional Pari Passu Agreement, as the case may be.

 

SECTION 3.                                        Second Priority Nature of Liens.  Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be, subject to the Allowed Liens, a second priority lien on and security interest in the Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.  Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Collateral to the First Lien Collateral Agent.  The priority described above shall in all cases be subject to, in the case of the Existing Notes Obligations, Liens permitted to be senior by the Existing Indenture, in the case of the New Note Obligations, Liens permitted to be senior by the New Indenture and in the case of other applicable Additional Pari Passu Obligations, Liens permitted to be senior by the relevant Additional Pari Passu Agreement (all such permitted Liens, the “Allowed Liens”)

 

SECTION 4.                                        Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of any Second Lien Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

 

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SECTION 5.                                        Delivery and Control of Security Collateral and Chattel Paper.

 

(a)                                 After the Discharge of First Lien Obligations, all instruments representing or evidencing Security Collateral in excess of $500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.  Upon the occurrence and during the continuance of an “Event of Default” (which term as used in this Agreement shall mean an “Event of Default” as defined in the Existing Indenture, the New Indenture or any Additional Pari Passu Agreement) after the Discharge of First Lien Obligations, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange instruments representing or evidencing Security Collateral for instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor.  If any Grantor has possession of any chattel paper representing monetary obligations in excess of $500,000, such chattel paper shall be marked with the following legend: “This writing and the obligations evidenced or secured thereby are subject to the security interest of Wells Fargo Bank, National Association, as Collateral Agent, for the benefit of the Collateral Agent and certain Holders of Second Priority Lien Obligations”.  If any Grantor has possession of any electronic chattel paper representing monetary obligations in excess of $500,000, each Grantor shall take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

 

(b)                                 Upon the occurrence and during the continuance of an Event of Default, after the Discharge of First Lien Obligations, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral.

 

(c)                                  Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default after the Discharge of First Lien Obligations, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

 

SECTION 6.                                        Maintaining the Collateral Account; Pledged Deposit Accounts.  After the Discharge of First Lien Obligations, so long as any Note, any New Note or any other Obligation of the Company or any Guarantor under any Second Lien Document shall remain unpaid (other than contingent indemnification obligations not yet accrued and payable and which by their terms survive termination of such Second Lien Document):

 

(a)                                 Each Grantor will maintain the Collateral Account and the Pledged Deposit Accounts only with the financial institution acting as Collateral Agent hereunder or with a bank (a “Pledged Account Bank”) that has agreed with such Grantor and the Collateral Agent to comply, upon the occurrence and during the continuance of an Event of Default, and upon the receipt of notice of exclusive control, to comply with instructions originated by the Collateral Agent directing the disposition of funds in such deposit account without the further consent of

 

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such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Deposit Account Control Agreement”); provided, however, this Section 6(a) shall not apply to deposit accounts (i) to the extent the average daily balance, measurable over a trailing 30-day period, on deposit in each such deposit account does not exceed $50,000 at any time or (ii) operated solely as a payroll account, zero balance account or tax withholding account.  Each Grantor agrees that at no time shall the average daily balance, measurable over a trailing 30-day period, on deposit in all deposit accounts for which there is not in effect a Deposit Account Control Agreement exceed $250,000.

 

(b)                                 If an Event of Default shall have occurred or be continuing, the Collateral Agent may, after the Discharge of First Lien Obligations, at any time and without notice to, or consent from, the Grantors, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts or the Collateral Account to satisfy the Secured Obligations.

 

SECTION 7.                                        Investing of Amounts in the Collateral Account.  During periods when the Collateral Agent exercises sole control over the Collateral Account, the Collateral Agent shall, subject to the provisions of Sections 6, 8 and 21:  (a) from time to time, invest, or direct the applicable Pledged Account Bank to invest, amounts received with respect to the Collateral Account in such Cash Equivalents credited to the Collateral Account as the Grantors may select, (b) from time to time, invest interest paid on the Cash Equivalents referred to in subsection (a) above and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in the same manner, (c) deposit interest and proceeds that are not invested or reinvested in Cash Equivalents as provided above in the Collateral Account and (d) have the right to exchange, or direct the applicable Pledged Account Bank to exchange, such Cash Equivalents for similar Cash Equivalents of smaller or larger determinations, or for other Cash Equivalents, credited to the Collateral Account.

 

SECTION 8.                                        Release of Amounts.  To the extent that (a) any proceeds were deposited in the Collateral Account or a Pledged Deposit Account during the continuance of an Event of Default, after the Discharge of First Lien Obligations, and (b) there are remaining proceeds in such Collateral Account or Pledged Deposit Account upon the termination of such Event of Default, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent will pay and release, or direct the applicable Pledged Account Bank to pay and release, to the applicable Grantor or at its order or, at the request of such Grantor, to the Collateral Agent to be applied to the Secured Obligations of the Grantors under the Second Lien Documents, such amount, if any, as is then on deposit in such Collateral Account or Pledged Deposit Account, in each case to the extent permitted to be released under the terms of the Existing Indenture, the New Indenture and each Additional Pari Passu Agreement.

 

SECTION 9.                                        Representations and Warranties.  Each Grantor represents and warrants as follows:

 

(a)                                 Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule VI hereto.  Such Grantor’s location, chief executive office, type of organization, jurisdiction of organization and organizational identification number, if any, is set forth in Schedule VI hereto and is accurate in all material respects.  Within the five years preceding the date hereof, such Grantor has not changed its legal name, location (as defined in

 

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the UCC), chief executive office, type of organization, jurisdiction of organization or organizational identification number, if any, from those set forth in Schedule VI hereto except as set forth in Schedule VII hereto.

 

(b)                                 Such Grantor is the legal and beneficial owner of, or with respect to Intellectual Property has the right to use, the Collateral for which a security interest is granted or purported to be granted by it under this Agreement free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement or otherwise permitted under the Existing Indenture with respect to the Existing Notes Obligations, the New Indenture with respect to the New Notes Obligations and each other Additional Pari Passu Agreement with respect to the applicable Additional Pari Passu Obligations.  No effective financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Grantor as debtor is on file in any relevant recording office, except such as may have been filed in favor of the Collateral Agent relating to the Second Lien Documents or as otherwise permitted under the Existing Indenture with respect to the Existing Notes Obligations, the New Indenture with respect to the New Notes Obligations and each other Additional Pari Passu Agreement with respect to the applicable Additional Pari Passu Obligations.

 

(c)                                  All of the Equipment and Inventory (other than Equipment and Inventory that is (i) located at customer or supplier locations in the normal course of business or (ii) in transit or out for repair or further process) of such Grantor are located at the places specified therefor in Schedule VIII hereto or at another location as to which such Grantor has complied with the requirements of Section 11(a) (or will comply within the period set forth therein) or otherwise have an aggregate book value of no more than $250,000.

 

(d)                                 After the Discharge of First Lien Obligations, none of the Receivables or Agreement Collateral is evidenced by a promissory note or other instrument in excess of (i) $250,000 individually and (ii) $1,000,000 in the aggregate, that has not been delivered to the Collateral Agent.

 

(e)                                  If such Grantor is an issuer of Security Collateral, such Grantor confirms that it has received notice of the security interest granted hereunder.

 

(f)                                   The Pledged Debt pledged by such Grantor hereunder has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of the issuers thereof, is not in default and, to the extent applicable, is evidenced by one or more promissory notes (which promissory notes, subject to the Intercreditor Agreement, have been delivered to the Collateral Agent).

 

(g)                                  The Initial Pledged Debt constitutes all of the outstanding indebtedness in excess of (i) $100,000 individually and (ii) $500,000 in the aggregate, owed to such Grantor by the issuers thereof evidenced by a note or other instrument and is outstanding in the principal amount indicated on Schedule I hereto.

 

(h)                                 Such Grantor has no deposit accounts to the extent that the average daily balance, measurable over a 30-day trailing period, on deposit in each such deposit account does not exceed $50,000 other than the Collateral Account, or Pledged Deposit Accounts listed on

 

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Schedule II hereto or operated solely as a payroll account, zero balance account or tax withholding account and additional Pledged Deposit Accounts as to which such Grantor has complied with the applicable requirements of Section 6.

 

(i)                                     This Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a valid second priority security interest, except as otherwise provided for under the Note Documents with respect to the Existing Notes Obligations, the New Indenture and the Security Documents (as defined therein) with respect to the New Notes Obligations and any other Additional Pari Passu Agreement relating to the applicable Additional Pari Passu Obligations, in the Collateral granted by such Grantor, securing the payment of the Secured Obligations.  Each Grantor has agreed to file, and if it fails to file, has authorized the Collateral Agent to file financing and continuation statements on its behalf under the UCC and record Intellectual Property Security Agreements referred to in Section 14(d) with the U.S. Patent and Trademark Office and the U.S. Copyright Office necessary to perfect a second priority security interest, subject to Allowed Liens, in the respective Collateral, as applicable, subject to certain exceptions contained herein and in the Existing Indenture with respect to the Existing Notes Obligations, the New Indenture with respect to the New Notes Obligations and each other Additional Pari Passu Agreement with respect to the applicable Additional Pari Passu Obligations.

 

(j)                                    No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (other than as otherwise provided for under the Existing Indenture with respect to the Existing Notes Obligations, the New Indenture with respect to the New Notes Obligations, any other Additional Pari Passu Agreement with respect to the applicable Additional Pari Passu Obligations or this Agreement) for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection (to the extent required hereunder and excluding any security interest in cash) or maintenance of the security interest created hereunder (including the second priority nature of such security interest), except for (A) the filing of financing and continuation statements under the UCC, which financing statements have been duly filed and are in full force and effect, (B) the recordation of the Intellectual Property Security Agreements referred to in Section 14(d) with the U.S. Patent and Trademark Office and the U.S. Copyright Office, which recordations have been completed and are in full force and effect with respect to the Existing Notes Obligation and which recordations will have been taken and be in full force and effect with respect to the New Notes Obligations and the Additional Pari Passu Obligations upon the recordations of additional Intellectual Property Security Agreements executed by the Company and the Guarantors, and (C) any filings outside the United States required to perfect a security interest in Intellectual Property Collateral, and, subject to Section 3 and the Intercreditor Agreement, the actions described in Section 5 with respect to the Security Collateral, which actions have been taken and are in full force and effect, or (iii) the exercise by the Collateral Agent of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally.

 

(i)                                     Except as could not be reasonably expected to have a material adverse effect (x) on the business, assets, properties, financial condition or results

 

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of operations of the Company and its Restricted Subsidiaries, taken as a whole, (y) a material adverse effect on the ability of the Company and the Guarantors (taken as a whole) to perform their obligations under any Second Lien Document or (c) a material adverse effect on the rights and remedies of the Holders of the Existing Notes or holder of any Additional Pari Passu Obligation (including the New Notes) under any Second Lien Document (each, a “Material Adverse Effect”), the operation of such Grantor’s business as currently conducted and the use of any of the Subsidiaries of any Material Intellectual Property Collateral (as defined below) in connection therewith does not infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party.

 

(ii)                                  Such Grantor is the exclusive owner or joint owner of all right, title and interest in and to the Material Intellectual Property Collateral, or is entitled to use all Material Intellectual Property Collateral subject only to the terms of the related IP Agreements.

 

(iii)                               The Intellectual Property Collateral set forth on Schedule IV hereto includes all patents, patent applications, domain names, trademark registrations and applications, copyright registrations and applications that are owned by and material to the business of such Grantor, in each case which are reasonably necessary to the operation of such Grantor’s respective business.

 

(iv)                              The Material Intellectual Property Collateral owned by such Grantor is subsisting and has not been adjudged invalid or unenforceable in whole or part, and is valid and enforceable.

 

(v)                                 Except as set forth on Schedule IV hereto, such Grantor has not granted any material license, release, covenant not to sue, non-assertion assurance, or other material right to any Person with respect to any part of the Material Intellectual Property Collateral (other than (A) licenses granted to such Grantor’s customers in the ordinary course of business), the effect of which would create a material impairment of such Grantor’s use of such Material Intellectual Property Collateral as intended in the operation of its respective business.  The consummation of the Transactions (as defined under the Existing Indenture and the New Indenture) will not result in the termination or impairment of any of the Material Intellectual Property Collateral.

 

(vi)                              With respect to each material IP Agreement, except as could not be reasonably expected to have a Material Adverse Effect: (A) such IP Agreement is valid and binding and in full force and effect with respect to each Grantor, and to the knowledge of any Specified Officer of such Grantor, with respect to any other party thereto, and represents the entire agreement between the respective parties thereto with respect to the

 

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subject matter thereof; (B) such IP Agreement will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a material breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under such IP Agreement; (D) such Grantor has not received any notice of a breach or default under such IP Agreement, which breach or default has not been cured; and (E) neither such Grantor nor, to the knowledge of any Specified Officer of such Grantor, is any other party to such IP Agreement is in breach or default thereof in any material respect, and, to the knowledge of any Specified Officer of such Grantor no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such IP Agreement.

 

(k)                                 Such Grantor has no commercial tort claims in excess of $2,500,000 other than those listed in Schedule V hereto and additional commercial tort claims as to which such Grantor has complied with the requirements of Section 15.

 

SECTION 10.                                 Further Assurances.

 

(a)                                 Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate and file, all further instruments and documents, and take all further commercially reasonable action that is necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor.  Each Grantor further agrees that it shall, at the expense of such Grantor, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the security interest created hereunder and the priority thereof against any Lien prohibited under the Second Lien Documents.

 

(b)                                 Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement.  A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

 

(c)                                  Each Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

 

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(d)                                 Upon notice by the Collateral Agent, UHS will furnish to the Collateral Agent on or prior to the fifth anniversary of the date hereof (but not more than six months prior thereto), an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, to the effect that all financing or continuation statements have been filed, and all other action has been taken to perfect continuously from the date hereof the security interest granted hereunder.

 

(e)                                  Notwithstanding anything to the contrary in this Agreement or any other Second Lien Document, this Agreement shall be subject to the provisions of, in the case of the Existing Note Obligations, Section 12.06 of the Existing Indenture, in the case of the New Note Obligations, Section 12.06 of the New Indenture and in the case of other Additional Pari Passu Obligations, the comparable provision, if any, in the applicable Additional Pari Passu Agreement.

 

SECTION 11.                                 As to Equipment and Inventory.  Each Grantor will keep its Equipment (other than Equipment that is located at a customer or supplier location or is in transit in the ordinary course of business or sold in accordance with each Second Lien Document) and Inventory (other than Inventory on consignment or sold in the ordinary course of business) at the places therefor specified in Section 9(c) or at such other places identified by UHS concurrently with the delivery of the financing statements pursuant to Section 10.

 

(a)                                 Each Grantor will pay promptly when due all property and other material taxes, assessments and governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, its Equipment and Inventory, except to the extent payment thereof is not required by any of the terms of the Existing Indenture or the New Indenture or the comparable provision, if any, of any Additional Pari Passu Agreement.

 

(b)                                 Each Grantor, at its own expense, shall deliver to the Collateral Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to make on its behalf, of all or a portion of its Inventory.

 

SECTION 12.                                 Insurance.  Each Grantor will, at its own expense, maintain insurance.  Each casualty, property and liability (excluding business interruption) policy shall in addition (a) as of the date hereof, name the Collateral Agent as loss payee or additional insured party, as applicable, thereunder (without any representation or warranty by or obligation upon the Collateral Agent) or other language satisfactory to the Collateral Agent, (b) provide that there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto and (c) provide that at least 10 days’ prior written notice of cancellation or of lapse shall be given to the Collateral Agent by the insurer or other language satisfactory to the Collateral Agent.  Each Grantor will, if so reasonably requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance.  Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 12 may be paid directly to the Person who shall have incurred liability covered by such insurance.

 

SECTION 13.                                 Post-Closing Changes.  Each Grantor agrees to promptly notify the Collateral Agent in writing of any change to its legal name, type of organization, jurisdiction of organization, organizational identification number (if any) and shall take all action reasonably

 

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required by the Collateral Agent for the purposes of perfecting or protecting the security interest granted by this Agreement.  Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation and the Related Contracts, and after Discharge of First Lien Obligations, will permit representatives of the Collateral Agent at any reasonable time during normal business hours to inspect and make abstracts from such records and other documents, upon reasonable advance notice to such Grantor; provided that, excluding any such visits and inspections during the continuance of an Event of Default, only the Collateral Agent may exercise rights under this Section 13 and the Collateral Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence of an Event of Default; provided further that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or any holder of Secured Obligations (or any respective representative or independent contractor) may do any of the foregoing at the reasonable expense of such Grantor at any time during normal business hours and upon reasonable advance notice.  If any Grantor does not have an organizational identification number and later obtains one, within thirty (30) days, it will notify the Collateral Agent of such organizational identification number.

 

SECTION 14.                                 As to Intellectual Property Collateral.

 

(a)                                 With respect to each item of its Intellectual Property Collateral that is material to the business of any Grantor (any such item of Intellectual Property Collateral being “Material Intellectual Property Collateral”), except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to each item of Material Intellectual Property Collateral owned by such Grantor, each Grantor agrees to take, at its expense, commercially reasonable actions that it determines are necessary in accordance with the exercise of its business discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Material Intellectual Property Collateral and maintain such Material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Material Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

 

(b)                                 Except as could not be reasonably expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Material Intellectual Property Collateral may lapse, be terminated or become invalid or unenforceable or placed in the public domain (or, in case of a trade secret, lose its competitive value) other than the expiration of patents at the end of their statutory term.

 

(c)                                  Except when failure to do so could not reasonably be expected to cause a Material Adverse Effect, each Grantor shall take commercially reasonable actions that it determines are

 

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necessary in accordance with the exercise of its business discretion to preserve and protect each item of its Material Intellectual Property Collateral.

 

(d)                                 With respect to its Material Intellectual Property, on the Issue Date or such later date as provided under the terms of the Existing Indenture or which the Collateral Agent consents to in writing, each Grantor agrees to execute and deliver to the Collateral Agent, with respect to all Material Intellectual Property that is registered or with respect to which registration is pending (i) an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Copyright Security Agreement”), (ii) an agreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Patent Security Agreement”) and (iii) an agreement, in substantially the form set forth in Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Trademark Security Agreement” and, together with each Copyright Security Agreement and each Patent Security Agreement, the “Intellectual Property Security Agreements”), in each case for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable.

 

(e)                                  Each Grantor agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(g) that is not on the date hereof a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Material Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.  After the end of each fiscal quarter of UHS, each Grantor shall provide written notice to the Collateral Agent identifying the After-Acquired Intellectual Property consisting of material patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral Agent with such written notice, or otherwise authenticate, an agreement in form and substance reasonably satisfactory to the Collateral Agent (an “IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property, which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect (subject to the exceptions contained herein and in the case of the Existing Notes Obligations, the Existing Indenture, in the case of the New Notes Obligations, the New Indenture and in the case of any other Additional Pari Passu Obligations, the applicable Additional Pari Passu Agreement) the security interest hereunder in such After-Acquired Material Intellectual Property in the United States.

 

SECTION 15.                                 Commercial Tort Claims.  After Discharge of the First Lien Obligations, each Grantor will promptly after the end of each fiscal quarter give notice to the Collateral Agent of any commercial tort claim individually in excess of $2,500,000 that may arise after the date hereof and will immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the second priority security interest created under this Agreement.

 

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SECTION 16.                                 Transfers and Other Liens.  (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral and options relating to Collateral permitted under the terms of the Second Lien Documents or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Second Lien Documents.

 

SECTION 17.                                 Collateral Agent Appointed Attorney in Fact.  Each Grantor hereby irrevocably appoints the Collateral Agent such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, subject to the Intercreditor Agreement, from time to time, upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s reasonable discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to effect the provisions of this Agreement, including, without limitation:

 

(a)                                 to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 12,

 

(b)                                 to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

 

(c)                                  to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with subsection (a) or (b) above, and

 

(d)                                 to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or the rights of the Collateral Agent with respect to any of the Collateral.

 

SECTION 18.                                 Collateral Agent May Perform.  If any Grantor fails to perform any agreement contained herein, after Discharge of First Lien Obligations, the Collateral Agent may, but without any obligation to do so, with notice (or upon the occurrence and during the continuance of an Event of Default, without notice), itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Grantor under Section 22.

 

SECTION 19.                                 The Collateral Agent’s Duties.  The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty (other than as imposed by law, this Agreement or any other Second Lien Document) as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Collateral Agent shall be deemed to have exercised reasonable

 

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care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property or as required by law and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith, except to the extent that such liability arises from the Collateral Agent’s gross negligence, bad faith or willful misconduct.

 

SECTION 20.                                 As to Receivables and Security Collateral.  The Collateral Agent may at any time after Discharge of First Lien Obligations, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with account debtors, and obligors in respect of any Security Collateral to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, the amount, the terms of, and any other matter relating to Receivables, payment intangibles, Security Collateral or Chattel Paper.

 

SECTION 21.                                 Remedies.  Subject to Section 6.02 of the Existing Indenture with respect to the Existing Notes Obligations, Section 6.02 of the New Indenture with respect to the New Notes Obligations and the comparable section of any other Additional Pari Passu Agreement with respect to any other Additional Pari Passu Obligations, after Discharge of the First Lien Obligations, if any Event of Default shall have occurred and be continuing:

 

(a)                                 The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral),  and also may:  (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable; (iii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Receivables, the Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and remedies with respect to the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at

 

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the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

 

(b)                                 Any cash held by or on behalf of the Collateral Agent and all cash proceeds received by or on behalf of the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be held by the Collateral Agent as collateral for, or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 22) in whole or in part by the Collateral Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations, as set forth in Section 12.03 of the Existing Indenture with respect to the Existing Notes Obligations, Section 12.03 of the New Indenture with respect to the New Notes Obligations and the comparable section of any other Additional Pari Passu Agreement with respect to any other Additional Pari Passu Obligations.  If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 21(b).

 

(c)                                  [Intentionally omitted].

 

(d)                                 The Collateral Agent may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to the Account Collateral or in any other deposit account.

 

(e)                                  The Collateral Agent may send to each bank party to any Deposit Account Control Agreement a “Notice of Exclusive Control” (or similar term) as defined in and under such Agreement.

 

(f)                                   In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Collateral Agent or its designee such Grantor’s know-how and expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.

 

(g)                                  If the Collateral Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 21, each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own reasonable expense, do or cause to be done all such other commercially reasonable acts and things as may be reasonably necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

 

(h)                                 Notwithstanding anything to the contrary in this Agreement, the exercise of remedies by the Collateral Agent under this Agreement upon the occurrence and during the

 

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continuance of an Event of Default shall be subject to Section 6.02 of the Existing Indenture with respect to the Existing Notes Obligations, Section 6.02 of the New Indenture with respect to the New Notes Obligations and the comparable section of any other Additional Pari Passu Agreement with respect to any other Additional Pari Passu Obligations.

 

In making the determinations and allocations required by this Section 21, the Collateral Agent may conclusively rely upon and shall be fully protected in conclusively relying upon information supplied by the Trustee, the New Trustee or other Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Existing Notes Obligations, the New Notes Obligations and the other Secured Obligations, as the case may be, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken or not taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied.  All distributions made by the Collateral Agent pursuant to this Section 21 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by any Additional Pari Passu Agent of any amounts distributed to it.

 

Notwithstanding anything herein or in any other Second Lien Document to the contrary, the Collateral Agent shall exercise remedies and sell the Collateral (i) in the case of holders of the Existing Notes Obligations, at the direction of the holders of a majority of the aggregate principal amount of all Existing Notes Obligations outstanding at the time of such action and (ii) in the case of the holders of the New Notes Obligations and any other Additional Pari Passu Obligations, at the direction of the holders of a majority of the aggregate principal amount of all New Notes Obligations and other Additional Pari Passu Obligations outstanding at the time of such action voting as a single class; provided that if the Collateral Agent has asked the holders of Secured Obligations for instructions and the applicable holders have not yet responded to such request, the Collateral Agent shall be authorized (but shall not have the duty) to take such actions which the Collateral Agent believes to be required to promote and protect the interests of the holders of the Secured Obligations and/or to preserve the value of the Collateral.

 

SECTION 22.                                 Indemnity and Expenses.

 

(a)                                 Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each Representative Party (as defined below) of any of the foregoing Persons (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel (which shall be limited to one (1) counsel to the Collateral Agent and the holders of Secured Obligations) (exclusive of one local counsel to the Collateral Agent and the holders of the Secured Obligations ) in each appropriate jurisdiction), unless (x) the interests of the Collateral Agent and the holders of the Secured Obligations are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any holder of Secured Obligations or group of holders of Secured Obligations (other than all of the holders of Secured Obligations) are distinctly or disproportionately affected, one (1) additional counsel for such holder or group of holders of Secured Obligations)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement),

 

21











 

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s Representative Parties or (y) result from a claim brought by any Grantor against an Indemnitee for breach of such Indemnitee’s obligations under this Agreement, if such Grantor has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.  For purposes of this Section 22(a), “Representative Parties” means, as to any Person, (i) such Person’s officers, directors and employees and (ii) such Person’s Affiliates, agents, advisers and other representatives, in each case to the extent acting at the direction of such Person.

 

(b)                                 Each Grantor will within 30 days of written demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (ii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iii) the failure by such Grantor to perform or observe any of the provisions hereof.

 

SECTION 23.                                 Amendments; Waivers; Additional Grantors; Additional Secured Parties, Etc.

 

(a)                                 Subject to the Intercreditor Agreement, no amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent and the Grantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

 

(b)                                 Upon the execution and delivery by any Person of a security agreement supplement in substantially the form of Exhibit E hereto (each a “Security Agreement Supplement”), such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Second Lien Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, each reference in this Agreement and the other Second Lien Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such Additional Grantor and each reference in this Agreement to a Schedule shall also mean and be a reference to the schedules attached to such Security Agreement Supplement.

 

(c)                                  UHS may from time to time designate additional obligations as Additional Pari Passu Obligations by delivering to the Collateral Agent, the Trustee and each Additional Pari Passu Agent that is party hereto immediately prior to the date of such designation (a) an officer’s certificate (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Additional Pari Passu

 

22











 

Obligations” for purposes hereof, (ii) representing that such designation complies with the terms of, to the extent then existing, the Existing Indenture, the New Indenture and each other Additional Pari Passu Agreement, and (iii) specifying the name and address of the Additional Pari Passu Agent for such obligations; and (b) a fully executed Additional Pari Passu Joinder Agreement (substantially in the form attached hereto as Exhibit F) the “Additional Pari Passu Joinder Agreement”).  Notwithstanding anything to the contrary contained herein, with respect to any Additional Pari Passu Agreement the Collateral Agent shall have no responsibility for, or any duty to inquire as to, any matter pertaining to such Additional Pari Passu Agreement (or the contents thereof) or the compliance of any Grantor or Additional Pari Passu Agent with the terms thereof.  Without limiting the foregoing, in the event the Collateral Agent is required to take action hereunder and such action is conditioned upon compliance with the terms of any Additional Pari Passu Agreement, the Collateral Agent shall be fully protected in conclusively relying upon, an officer’s certificate and an Opinion of Counsel (as defined in the Existing Indenture, the New Indenture or other applicable Additional Pari Passu Agreement) of the relevant Grantor and/or the applicable Additional Pari Passu Agent that such action is permitted or authorized under the terms of such Additional Pari Passu Agreement.  To the extent such Additional Pari Passu Agreement grants any rights, protections, immunities or indemnities thereunder to the Collateral Agent, the Company and each applicable additional Grantor agrees that the Collateral Agent is an express third-party beneficiary thereunder.

 

(d)                                 The provisions of this Section 23(d) shall apply only to the New Notes Obligations and any other Additional Pari Passu Obligations and shall not bind the holders of the Existing Notes Obligations or affect any claim they may have under the Existing Indenture or any Security Document (as defined in the Existing Indenture).  Without limiting the provisions of Section 2 or the Intercredtior Agreement, it is the intention of the Secured Parties holding Secured Obligations under a separate Additional Pari Passu Agreement, including the New Indenture, (the Secured Obligations under each such Additional Pari Passu Agreement represented by a common Additional Pari Passu Agent, a “Series”) that the holders of Secured Obligations of such Series (and not the holders of the Secured Obligations of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any collateral for any other Series of Secured Obligations that is not Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Secured Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured Obligations.  In the event of any Impairment with respect to any Series of Secured Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Secured Obligations, and the rights of the holders of such Series of Secured Obligations set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations subject to such Impairment.  Additionally, in the event the Secured

 

23











 

Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Secured Obligations or the Additional Pari Passu Agreements governing such Secured Obligations shall refer to such obligations or such documents as so modified.  Notwithstanding anything contained herein or in the Intercreditor Agreement, with respect to any Collateral for which a third party (other than a Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Secured Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Secured Obligations (such third party an “Intervening Creditor”), the value of any Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or Proceeds to be distributed in respect of the Series of Secured Obligations with respect to which such Impairment exists.

 

SECTION 24.                                 Notices, Etc.  (a) All notices and other communications provided for hereunder shall be either (a) in writing (including telegraphic, telecopier,telex communication or in “pdf” format and sent, telegraphed, telecopied, telexed or otherwise delivered or (b) by electronic mail (if electronic mail addresses are designated as provided below) confirmed immediately in writing, in the case of : (i)  the Collateral Agent; (ii)  UHS; (iii) each Grantor other than UHS, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement Supplement pursuant to which it became a party hereto; (iv) any Additional Pari Passu Agent, at such address as such Additional Pari Passu Agent shall have specified in the Additional Pari Passu Joinder Agreement delivered pursuant to Section 23(c) in connection with the Additional Pari Passu Agreement associated therewith; and (v) any other party, at such other address as shall be designated by such party in a written notice to the other parties.

 

(b)                                 All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (a) actual receipt by the relevant party hereto and (b) (i) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (ii) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (iii) if delivered by facsimile, when sent and receipt has been confirmed; and (iv) if delivered by electronic mail, when delivered.  Delivery by telecopier or “pdf” of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement, Additional Pari Passu Joinder Agreement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

 

SECTION 25.                                 Continuing Security Interest; Transfers under the Existing Indenture and any Additional Pari Passu Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations (other than with respect to contingent obligations not yet accrued and payable under the Second Lien Documents), (b) be binding upon each Grantor, its permitted successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective permitted successors, transferees and assigns.  Without limiting the generality of the foregoing subsection (c), (i) any Holder may transfer the Note or Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Holder herein or otherwise as provided in Section 2.06 of the Existing Indenture and (ii) any holder of any New

 

24











 

Notes may transfer any or all of such New Notes to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to such holder herein or otherwise, as provided in Section 2.06 of the New Indenture and (iii) any holder of any other Additional Pari Passu Obligations may transfer any or all thereof to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to such holder herein or otherwise as provided in the comparable provision, if any, of the applicable Additional Pari Passu Agreement.

 

SECTION 26.                                 Release; Termination.

 

(a)                                 The Liens securing the Existing Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the Existing Indenture.

 

(b)                                 The Liens securing the New Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the New Indenture.

 

(c)                                  The Liens securing any other Additional Pari Passu Obligations of any Series will be released, in whole or in part, as provided in the Additional Pari Passu Agreement governing such Additional Pari Passu Obligations.

 

(d)                                 In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 26, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) such Grantor shall have delivered to the Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the applicable Second Lien Documents and as to such other matters as the Collateral Agent may reasonably request, and (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with (x) Section 4.10 of the Existing Indenture in the case of the Existing Notes Obligations, (y) Section 4.10 of the New Indenture in the case of the New Notes Obligations and (z) the comparable provision, if any, of any other Additional Pari Passu Agreement in the case of any other Series of Additional Pari Passu Obligations governed by such Additional Pari Passu Agreement, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under such provision of such applicable Second Lien Document.

 

(e)                                  Upon the payment in full in cash of the Secured Obligations (other than (with respect contingent indemnification obligations not yet accrued and payable under the Second Lien Documents) pursuant to the terms of the Second Lien Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor.  Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

 

25











 

SECTION 27.                                 Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

 

SECTION 28.                                 Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the lien and security interest granted on the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of May 31, 2007 (as amended by the First Amendment to Intercreditor Agreement, dated as of the date hereof and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as collateral agent under the First Lien Credit Agreement and Wells Fargo, as Collateral Agent for the Junior Lien Obligations (as defined in the Intercreditor Agreement) and certain other persons party or that may become party thereto from time to time.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

 

SECTION 29.                                 Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

 

26











 

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

	
 
    	
UNIVERSAL HOSPITAL   SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Susan L. Wolf
    
	
 
    	
 
    	
Name:
    	
Name: Susan L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
Address for Notices:
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Rex T. Clevenger, Executive Vice   President, Chief Financial Officer
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3254
    
	
 
    	
 
    
	
 
    	
with copies to:
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Susan L. Wolf, Vice President —   Finance
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3109
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Lee M. Pulju, Vice   President & General Counsel
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3227
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
Elaine Stangland, Esq.
    
	
 
    	
Weil, Gotshal & Manges LLP
    
	
 
    	
767 Fifth Avenue
    
	
 
    	
New York, New York 10153
    
	
 
    	
Facsimile No. (212) 310-8007
    
	
 
    	
Telephone No. (212) 310-8315
    


 

[Signature Page to Amended and Restated Second Lien Security Agreement]

 











 

	
 
    	
UHS SURGICAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Susan L. Wolf
    
	
 
    	
 
    	
Name:
    	
Susan L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    
	
 
    	
Address for Notices:
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Rex T. Clevenger, Executive Vice   President, Chief Financial Officer
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3254
    
	
 
    	
 
    
	
 
    	
with copies to:
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Susan L. Wolf, Vice President —   Finance
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3109
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
Universal Hospital Services, Inc.
    
	
 
    	
6625 West 78th Street, Suite 300
    
	
 
    	
Minneapolis, Minnesota 55439
    
	
 
    	
Attention: Lee M. Pulju, Vice   President & General Counsel
    
	
 
    	
Facsimile No. (952) 893-3237
    
	
 
    	
Telephone No. (952) 893-3227
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
UHS Surgical Services, Inc.
    
	
 
    	
10939 Pendleton Street,
    
	
 
    	
Sun Valley, CA 91352
    
	
 
    	
Attention: Jeffrey Singer, President
    
	
 
    	
Facsimile No. (818) 394-2850
    
	
 
    	
Telephone No. (818) 394-2800
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
Elaine Stangland, Esq.
    
	
 
    	
Weil, Gotshal & Manges LLP
    
	
 
    	
767 Fifth Avenue
    
	
 
    	
New York, New York 10153
    
	
 
    	
Facsimile No. (212) 310-8007
    
	
 
    	
Telephone No. (212) 310-8315
    


 

[Signature Page to Amended and Restated Second Lien Security Agreement]

 











 

	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lynn M. Steiner
    
	
 
    	
Name:
    	
Lynn M. Steiner
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address for Notices:
    
	
 
    	
 
    
	
 
    	
Wells Fargo Bank, N.A.
    
	
 
    	
Corporate Trust Services, MAC 9311-110
    
	
 
    	
625 Marquette Avenue
    
	
 
    	
Minneapolis, MN 55476
    
	
 
    	
Attention:  Universal Hospital   Services, Inc. 
   Account Manager
    


 

[Signature Page to Amended and Restated Second Lien Security Agreement]

 












 

EXHIBIT A 
 to Amended and Restated
 Second Lien Security Agreement

 

[Intentionally Omitted]

 












 

EXHIBIT B 
 to Amended and Restated
 Second Lien Security Agreement

 

FORM OF AMENDED AND RESTATED

SECOND LIEN COPYRIGHT SECURITY AGREEMENT

 

This Amended and Restated Second Lien Copyright Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien  Copyright Security Agreement”), 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, the “Collateral Agent”) for the benefit of the Secured Parties.

 

WHEREAS, this Second Lien Copyright Security Agreement amends, in certain respects and restates in its entirety, the Second Lien Copyright Security Agreement, dated as of May 31, 2007, made by UHS Merger Sub, Inc., UHS Holdco, Inc. and Universal Hospital Services, Inc. (“UHS”) in favor of Wells Fargo, as collateral agent for the benefit of the secured parties referred to therein, and is executed and delivered pursuant to the Amended and Restated Second Lien Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by UHS and the other Persons who from time to time becomes parties thereto, in favor of Wells Fargo, as collateral agent. Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

 

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Copyrights of the Grantors constituting Material Intellectual Property Collateral, and have agreed as a condition thereof to execute this Second Lien Copyright Security Agreement for recording with the U.S. Copyright Office and any other appropriate governmental authorities.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

 

Section 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:

 

(i)            each Copyright constituting Material Intellectual Property Collateral owned by the Grantor, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto;

 

(ii)           all registrations and applications for registration for any of the foregoing;

 

(iv)          all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

 

(v)           any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect,

 











 

or otherwise recover, all proceeds and damages relating thereto.

 

Section 2. Recordation. Each Grantor authorizes and requests that the Register of Copyrights and any other applicable government officer record this Second Lien Copyright Security Agreement.

 

Section 3. Execution in Counterparts. This Second Lien Copyright Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

Section 4. Grants, Rights and Remedies. This Second Lien Copyright Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Copyright Office. The security interest granted hereby has been granted to the Collateral Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms. In the event of a conflict between any provision of this Second Lien Copyright Security Agreement and any provision of the Security Agreement, the Security Agreement shall govern. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Second Lien Copyright Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of May 31, 2007 (as amended by the First Amendment to the Intercreditor Agreement, dated on or about the date hereof, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as First Lien Collateral Agent, and Wells Fargo, as Junior Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time, and consented to by UHS and the Grantors identified therein. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.

 

Section 5  Governing Law. This Second Lien Copyright Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 











 

IN WITNESS WHEREOF, each Grantor has caused this Second Lien Copyright Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

	
 
    	
UNIVERSAL HOSPITAL SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:   
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
UHS SURGICAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    


 











 

	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as   Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 












 

EXHIBIT C 
 to Amended and Restated
 Second Lien Security Agreement

 

FORM OFAMENDED AND RESTATED
 SECOND LIEN PATENT SECURITY AGREEMENT

 

This Amended and Restated Second Lien Patent Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Patent Security Agreement”), 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, the “Collateral Agent”) for the benefit of Secured Parties.

 

WHEREAS, this Second Lien Patent Security Agreement amends, in certain respects and restates in its entirety, the Second Lien Patent Security Agreement, dated as of May 31, 2007, made by UHS Merger Sub, Inc., UHS Holdco, Inc. and Universal Hospital Services, Inc. (“UHS”) in favor of Wells Fargo, as collateral agent for the benefit of the secured parties referred to therein, and is executed and delivered pursuant to the Amended and Restated Second Lien Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by UHS and the other Persons who from time to time become parties thereto, in favor of Wells Fargo, as collateral agent.  Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

 

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Patents of the Grantors constituting Material Intellectual Property Collateral, and have agreed as a condition thereof to execute this Second Lien Patent Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

 

Section 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing or hereafter acquired or arising:

 

(i)            each Patent constituting Material Intellectual Property Collateral owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1 hereto;

 

(ii)           all issuances and applications for issuance for any of the foregoing, together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof;

 

(iii)          all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

 

(iv)          any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, misappropriation, violation, misuse or breach with

 











 

respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto.

 

Section 2. Recordation. Each Grantor authorizes and requests that the Commissioner for Patents and any other applicable government officer record this Second Lien Patent Security Agreement.

 

Section 3. Execution in Counterparts. This Second Lien Patent Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

Section 4. Grants, Rights and Remedies. This Second Lien Patent Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Collateral Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms. In the event of a conflict between any provisions of this Second Lien Patent Security Agreement and any provision of the Security Agreement, the Security Agreement shall govern. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Second Lien Patent Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of May 31, 2007 (as amended by the First Amendment to Intercreditor Agreement, dated on or about the date hereof, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as First Lien Collateral Agent, and Wells Fargo, as Junior Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time, and consented to by UHS and the Grantors identified therein. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.

 

Section 5. Governing Law. This Second Lien Patent Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

2











 

IN WITNESS WHEREOF, each Grantor has caused this Second Lien Patent Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

	
 
    	
UNIVERSAL HOSPITAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
UHS SURGICAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:
    	
Treasurer
    


 

[Signature Page to Amended and Restated Second Lien Patent Security Agreement]

 











 

	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as   Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    


 

[Signature Page to Amended and Restated Second Lien Patent Security Agreement]

 












 

EXHIBIT D 
 to Amended and Restated
 Second Lien Security Agreement

 

FORM OF AMENDED AND RESTATED
 SECOND LIEN TRADEMARK SECURITY AGREEMENT

 

This Amended and Restated Second Lien Trademark Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien  Trademark Security Agreement”), 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, the “Collateral Agent”) for the benefit of the Secured Parties.

 

WHEREAS, this Second Lien Trademark Security Agreement amends, in certain respects and restates in its entirety, the Second Lien Trademark Security Agreement, dated as of May 31, 2007, made by UHS Merger Sub, Inc., UHS Holdco, Inc. and Universal Hospital Services, Inc. (“UHS”) in favor of Wells Fargo, as collateral agent for the benefit of the secured parties referred to therein, and is executed and delivered pursuant to the Amended and Restated Second Lien Security Agreement, dated as of August 7, 2012 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by UHS and the other Persons who from time to time becomes parties thereto, in favor of Wells Fargo, as collateral agent. Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

 

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Trademarks constituting Material Intellectual Property Collateral of the Grantors, and have agreed as a condition thereof to execute this Second Lien Trademark Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

 

Section 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:

 

(i)            each Trademark constituting Material Intellectual Property Collateral owned by the Grantor (including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of or symbolized by, each Trademark);

 

(ii)           all registrations and applications for registration for any of the foregoing, together with all renewals thereof;

 

(iii)          all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

 

(iv)          any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach

 











 

with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto.

 

Notwithstanding the foregoing, no security interest shall be granted in any United States intent-to-use applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under federal law.

 

Section 2. Recordation. Each Grantor authorizes and requests that the Commissioner for Trademarks and any other applicable government officer record this Second Lien Trademark Security Agreement.

 

Section 3. Execution in Counterparts. This Second Lien Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

Section 4. Grants, Rights and Remedies. This Second Lien Trademark Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Collateral Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms. In the event of a conflict between any provision of this Second Lien Trademark Security Agreement and any provision of the Security Agreement, the Security Agreement shall govern. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Second Lien Trademark Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of May 31, 2007 (as amended by the First Amendment to the Intercreditor Agreement, dated on or about the date hereof, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as First Lien Collateral Agent, and Wells Fargo, as Junior Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time, and consented to by UHS, Inc. and the Grantors identified therein. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.

 

Section 5. Governing Law. This Second Lien Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

2











 

IN WITNESS WHEREOF, each Grantor has caused this Second Lien Trademark Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

	
 
    	
UNIVERSAL HOSPITAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:   
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:   
    	
Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
UHS SURGICAL SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:   
    	
Susan   L. Wolf
    
	
 
    	
 
    	
Title:   
    	
Treasurer
    


 

[Signature Page to Amended and Restated Second Lien Trademark Security Agreement]

 











 

	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as   Collateral Agent
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 

[Signature Page to Amended and Restated Second Lien Trademark Security Agreement]

 












 

Exhibit E to
 Amended and Restated
 Second Lien Security Agreement

 

FORM OF SECOND LIEN SECURITY AGREEMENT SUPPLEMENT

 

[Date of Security Agreement Supplement]

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

Corporate Trust Services, MAC 9311-110

625 Marquette Avenue

Minneapolis, MN 55476

Attention: Universal Hospital Services, Inc. Account Manager

 

Ladies and Gentlemen:

 

Reference is made to (i) the Indenture, dated as of August 7, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), among UNIVERSAL HOSPITAL SERVICES, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (together with any successor trustee appointed pursuant to the terms of the Indenture, the “Trustee”) and (ii) the Amended and Restated Second Lien Security Agreement, dated as of August 7, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the Grantors from time to time party thereto in favor of the Collateral Agent for the Secured Parties.  Terms defined in the Indenture or the Security Agreement and not otherwise defined herein are used herein as defined in the Indenture or the Security Agreement,

 

SECTION 1.  Grant of Security.  Subject to the terms and conditions set forth in the Security Agreement, including provisions for the termination of security interests granted and the release of Liens thereunder, the undersigned hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the following, in each case whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”):  all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the indebtedness set forth on Schedule I hereto), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule II hereto), Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule V hereto), all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the

 











 

loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash.

 

SECTION 2.  Security for Obligations.  The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.  Without limiting the generality of the foregoing, this Security Agreement Supplement and the Security Agreement secure the payment of all amounts that constitute part of the Secured Obligations and would be owed by the undersigned to any Secured Party under the Existing Indenture, the New Indenture and any Additional Pari Passu Agreement, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.

 

SECTION 3.  Representations and Warranties.  (a)  The undersigned’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule VI hereto.  The undersigned’s location, chief executive office, type of organization, jurisdiction of organization and organizational identification number, if any, is set forth in Schedule VI hereto and is accurate in all material respects.  Within the five years preceding the date hereof, the undersigned has not changed its legal name, location (as defined in the UCC), chief executive office, type of organization, jurisdiction of organization or organizational identification number, if, any, from those set forth in Schedule VIII hereto except as set forth in Schedule VII hereto.

 

(b)                                 Inventory (other than Equipment and Inventory that is (i) located at customer or supplier locations in the normal course of business or (ii) in transit or out for repair or further process) of such Grantor are located at the places specified therefor in Schedule VIII hereto or at another location as to which such Grantor has complied with the requirements of Section 10(a) of the Security Agreement or otherwise have an aggregate book value of no more than $250,000.  Within the five years preceding the date hereof, the undersigned has not changed the location of its Equipment or Inventory except as set forth in Schedule IX hereto.

 

(c)                                  The undersigned hereby makes each other representation and warranty set forth in Section 9 of the Security Agreement with respect to itself and the Collateral granted by it.

 

SECTION 4.  Obligations Under the Security Agreement.  The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors.  The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

 

2











 

SECTION 5.  Governing Law.  This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

	
 
    	
Very truly yours,
    
	
 
    	
 
    
	
 
    	
[NAME OF ADDITIONAL GRANTOR]
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
Address for notices:
    
	
 
    	
 
    
	
 
    	
 
    


 

3












 

EXHIBIT F 
 to Amended and Restated
 Second Lien Security Agreement

 

FORM OF ADDITIONAL PARI PASSU JOINDER AGREEMENT

 

The undersigned (the “Additional Pari Passu Agent”) is the agent for Persons wishing to become “Secured Parties” (the “New Secured Parties”) under (a) the Amended and Restated Security Agreement, dated as of August 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”; terms used without definition herein have the meanings assigned to such terms by the Security Agreement) among the Grantors party thereto and Wells Fargo Bank, National Association, as Collateral Agent (together with its successors and assigns, the “Collateral Agent”).

 

In consideration of the foregoing, the undersigned hereby:

 

(i)            represents that the Additional Pari Passu Agent has been authorized by the New Secured Parties to become a party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Agreement”) and to act as the Additional Pari Passu Agent for the New Secured Parties hereunder and under the Security Agreement and any other Security Documents;

 

(ii)           acknowledges that the New Secured Parties have received a copy of the Security Agreement;

 

(iii)          irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of the New Secured Parties and to exercise such powers under the Security Agreement, the Intercreditor Agreement and the other Security Documents as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and

 

(iv)          accepts and acknowledges the terms of the Security Agreement, the Intercreditor Agreement and the other Security Documents applicable to it and the New Secured Parties and agrees to serve as Additional Pari Passu Agent for the New Secured Parties with respect to the Obligations under the New Secured Agreement and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Security Agreement, the Intercreditor Agreement and the other Security Documents applicable to holders of Secured Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Security Agreement, the Intercreditor Agreement and such other Security Document.

 

The name and address of the representative for purposes of Section 10.1 of the Security Agreement are as follows:

 

[name and address of Additional Pari Passu Agent]

 











 

IN WITNESS WHEREOF, the undersigned has caused this Additional Pari Passu Joinder Agreement to be duly executed by its authorized officer as of the             day of 20   .

 

	
 
    	
[NAME]
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Consented to:
    
	
 
    	
 
    	
 
    
	
 
    	
[ASSIGNORS/PLEDGORS]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

2












 

SCHEDULE I

INVESTMENT PROPERTY

 

None.

 











 

SCHEDULE II

PLEDGED ACCOUNTS

 

	
Grantor
    	
 
    	
Type of Account
    	
 
    	
Name/Address of
   Bank
    	
 
    	
Account Number
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
Main   Operating Account
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
170225027722
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
Payroll   DDA Account
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
170225063446
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
A/P   BMT
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
150648021452
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
Government   Services
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
1004790001457
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
Investment
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
433000599
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Main   Operating Account
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790512198
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Payroll   DDA Account
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790512206
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
A/P   BMT
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
150097074911
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Litho   Venture 1
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531073
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Litho   Venture 2
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531081
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Litho   Venture 3
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531099
    


 











 

	
UHS   Surgical Services, Inc.
    	
 
    	
Cryo   Venture 2
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531107
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Cryo   Venture 3
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531115
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Cryo   Venture 6
    	
 
    	
U.S.   Bank, N.A.

US   Bancorp Center

800   Nicollet Mall

Minneapolis,   MN
    	
 
    	
104790531123
    


 











 

SCHEDULE III

[Intentionally Omitted]

 











 

SCHEDULE IV

INTELLECTUAL PROPERTY

 

Domain Names:

www.uhs.com, my.uhs.com, and myservice.uhs.com, primedical.net, emergentgroupinc.com, rentgreenlightlaser.com, rentsurgicallaser.com, rentmedicallaser.com and laserrentalcompanies.com

 

HOUSE MARKS

 

	
COUNTRY
    	
 
    	
MARK
    	
 
    	
SERIAL
   NO./

FILING
   DATE
    	
 
    	
REG. NO./

ISSUE
   DATE
    	
 
    	
CLASSIFICATION OF
   GOODS/SERVICES
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
UHS   ®
    	
 
    	
73/271557

7/25/1980
    	
 
    	
1185243

1/5/1982
    	
 
    	
Class   042: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
UHS   ®
    	
 
    	
78/444,685

7/1/2004
    	
 
    	
2997683

9/20/2005
    	
 
    	
Class   035: Management of medical equipment for others
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
UNIVERSAL   HOSPITAL SERVICES, INC. ®
    	
 
    	
73/271558

9/8/1980
    	
 
    	
1183312

12/22/1981
    	
 
    	
Class   042: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
®
    	
 
    	
78/446788

7/7/2004
    	
 
    	
2997707

9/20/2005
    	
 
    	
Class   035: Management of medical equipment for others

 

Class   044: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
®
    	
 
    	
78/446763

7/7/2004
    	
 
    	
2997705

9/20/2005
    	
 
    	
Class   035: Management of medical equipment for others

 

Class   044: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
®
    	
 
    	
78/446774

7/7/2004
    	
 
    	
2997706

9/20/2005
    	
 
    	
Class   035: Management of medical equipment for others 

 

Class   044: Rental of medical equipment
    


 











 

OTHER MARKS IN USE

 

	
COUNTRY
    	
 
    	
MARK
    	
 
    	
SERIAL
   NO./

FILING
   DATE
    	
 
    	
REG. NO./

ISSUE
   DATE
    	
 
    	
CLASSIFICATION OF
   GOODS/SERVICES
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
 ®
    	
 
    	
78/453477

7/20/2004
    	
 
    	
3,419,801

04/29/08
    	
 
    	
Class   035: Information management services, namely, tracking, reporting, analyzing   and delivering business information concerning medical equipment location,   utilization, availability and patient use over computer networks, intranets   and internets

 

Class   037: Repair and maintenance of medical equipment, namely, medical machines   and related apparatus.

 

Class   044: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
 ®
    	
 
    	
78/453470

7/20/2004
    	
 
    	
3,419,800

04/29/08
    	
 
    	
Class   035: Information management services, namely, tracking, reporting, analyzing   and delivering business information concerning medical equipment location,   utilization, availability and patient use over computer networks, intranets   and internets

 

Class   037: Repair and maintenance of medical equipment, namely, medical machines   and related apparatus.

 

Class   044: Rental of medical equipment
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	

    	
 
    	
85/080,411

7/8/2010
    	
 
    	
4150761

5/29/2012
    	
 
    	
Class   020: Hospital beds.

 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
ASSET360
    	
 
    	
85/100,911

8/5/2010
    	
 
    	
3,940,707

4/5/2011
    	
 
    	
Class   035: Information management services, namely, tracking, reporting and analyzing   business information concerning medical equipment location, utilization,   availability and patient
    


 











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
use   over computer networks, intranets and internets.

 

Class   037: Repair and maintenance of medical equipment, namely, medical

machines   and related apparatus.

 

Class   044: Rental of medical equipment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
BIOMED360TM
    	
 
    	
85/100,902

8/5/2010
    	
 
    	
3,923,164

2/22/2011
    	
 
    	
Class   035: On-site clinical engineering management services for hospitals and other   healthcare facilities.

 

Class   037: Repair and maintenance of medical equipment for hospitals and other   healthcare facilities, namely, medical machines and related apparatus.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	

    	
 
    	
85/101,174

8/5/2010
    	
 
    	
3,940,726

4/5/2011
    	
 
    	
Class   035: Information management services, namely, tracking, reporting and analyzing   business information concerning medical equipment location, utilization,   availability and patient

use   over computer networks, intranets and internets; on-site clinical engineering   management services for hospitals and other healthcare facilities.

 

Class   037: Repair and maintenance of medical equipment, namely, medical machines   and related apparatus.

 

Class   044: Rental of medical equipment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
United   States
    	
 
    	
HARMONY
    	
 
    	
85/156,665

10/20/2010
    	
 
    	
4,158,513

6/12/2012
    	
 
    	
Class   020: medical apparatus, namely, medical-surgical hospital bed frames
    


 











 

	
United   States
    	
 
    	
MEDPRIME   CAPITAL

 

 
    	
 
    	
85/157,688

10/21/2010
    	
 
    	
 
    	
 
    	
Class   044: Leasing of medical equipment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Great   Britain
    	
 
    	
MEDPRIME   CAPITAL
    	
 
    	
2,564,174

11/12/2010

 
    	
 
    	
2,564,174

2/11/2011
    	
 
    	
Class   044: Leasing of medical equipment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
European   Union
    	
 
    	
ETC   MEDICAL
    	
 
    	
9,584,707

 
    	
 
    	
009584707

7/21/11
    	
 
    	
Class   035: Information management services, namely, tracking, reporting, and   analyzing business information concerning medical equipment location,   utilization, availability and patient use over computer networks, intranets   and internets.

 

Class   037: Repair and maintenance of medical equipment, namely, medical machines   and related apparatus; management of medical equipment for others, namely,   coordinating maintenance of medical equipment.

 

Class   039: Management of medical equipment for others, namely, coordinating   delivery and pick-up of medical equipment.

 

Class   042: On-site clinical engineering management services for hospitals and other   healthcare facilities; management of medical equipment for others, namely,   tracking medical equipment location, utilization, availability.

 

Class   044: Rental of medical equipment; management of medical equipment for others,   namely, tracking 
    


 











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
medical   equipment patient use.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Great   Britain
    	
 
    	
UHS   UNIVERSAL HOSPITAL SERVICES OVAL LOGO

 
    	
 
    	
2606522

01/9/2012
    	
 
    	
 
    	
 
    	
Class   042: On-site clinical engineering management services for hospitals and other   healthcare facilities; management of medical equipment for others, namely,   tracking medical equipment location, utilization, availability.

 

Class   044: Rental of medical equipment; management of medical equipment for others,   namely, tracking medical equipment patient use.
    


 

UNFILED MARKS

 

	
COUNTRY
    	
 
    	
MARK
    	
 
    	
SERIAL
   NO./
   FILING
   DATE
    	
 
    	
REG.
   NO./
   ISSUE
   DATE
    	
 
    	
CLASSIFICATION OF
   GOODS/SERVICES
    
	
United   States
    	
 
    	
BETTER   EQUIPPED TO CARETM
    	
 
    	
Unfiled
    	
 
    	
 
    	
 
    	
 
    


 












 

SCHEDULE V

COMMERCIAL TORT CLAIMS

 

1.              Universal Hospital Services, Inc. v. Lexington Insurance Company, et al. (Harris County District Court, 80th Judicial District, filed January 11, 2012).  In connection with the Freedom Medical litigation described in the footnote below, UHS filed a suit, venued in Texas state court, against all the carriers currently implicated by Freedom Medical, Inc,’s allegations.  This action seeks, among other things, a declaration of coverage as to Freedom Medical, Inc.’s suit.(1)

 




(1)  Freedom Medical, Inc. v. Premier Purchasing Partners, L.P., et al.  (U.S. District Court for the Eastern District of Texas, Texarkana Division, filed October 19, 2009.)  Freedom Medical, Inc. filed a lawsuit against UHS and others.  The federal complaint alleges violation of state and federal antitrust laws, tortious interference with business relationships, business disparagement and common law conspiracy in connection with the biomedical equipment rental market.  Freedom Medical, Inc. is seeking unspecified damages and injunctive relief.

 











 

SCHEDULE VI

LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER

 

Name of Entity: UHS Holdco, Inc.

Jurisdiction of Organization: Delaware

Organizational ID Number: 4331701

Type of Organization: For-profit corporation

Chief Executive Office Location: 6625 West 78th Street, Suite 300, Minneapolis, MN  55439

 

Name of Entity: Universal Hospital Services, Inc.

Jurisdiction of Organization: Delaware

Organizational ID Number: 3445269

Type of Organization: For-profit corporation

Chief Executive Office Location: 6625 West 78th Street, Suite 300, Minneapolis, MN  55439

 

Name of Entity: UHS Surgical Services, Inc.

Jurisdiction of Organization: Delaware

Organizational ID Number: 5083939

Type of Organization: For-profit corporation

Chief Executive Office Location: 10939 Pendleton Street, Sun Valley, CA 91352

 











 

SCHEDULE VII

CHANGES IN NAME, LOCATION, ETC.

 

Former Chief Executive Office:

 

	
Grantor
    	
 
    	
Previous Location
    	
 
    	
Time Period
    
	
UHS   Holdco, Inc.
    	
 
    	
7700   France Avenue South, Suite 275, Edina, MN 55435
    	
 
    	
12/2005   – 4/2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Universal   Hospital Services, Inc.
    	
 
    	
7700   France Avenue South, Suite 275, Edina, MN 55435
    	
 
    	
12/2005   – 4/2012
    


 

Name Change:

 

	
Grantor
    	
 
    	
Previous Name
    	
 
    	
Time Period
    
	
UHS   Surgical Services, Inc.
    	
 
    	
PRI   Medical Technologies, Inc.
    	
 
    	
9/2003   – 12/2011
    


 

Former Jurisdiction of Organization:

 

	
Grantor
    	
 
    	
Previous Jurisdiction
    	
 
    	
Time Period
    
	
UHS   Surgical Services, Inc.
    	
 
    	
Nevada
    	
 
    	
5/1991   – 12/2011
    


 











 

SCHEDULE VIII

LOCATIONS OF EQUIPMENT AND INVENTORY

 

[SEE ATTACHED]

 












 

DISTRICT OFFICES

 

	
Location
    	
 
    	
Address
    	
 
    	
City
    	
 
    	
State
    	
 
    	
Zip
    
	
Corporate
    	
 
    	
6625   W 78th Street, Suite 300
    	
 
    	
Minneapolis
    	
 
    	
MN
    	
 
    	
55439
    
	
Minneapolis
    	
 
    	
2020   E. 28th Street, Suite 108
    	
 
    	
Minneapolis
    	
 
    	
MN
    	
 
    	
55407
    
	
Duluth
    	
 
    	
4625   Airpark Boulevard
    	
 
    	
Duluth
    	
 
    	
MN
    	
 
    	
55811
    
	
Tucson
    	
 
    	
1230   East Pennsylvania Avenue, Suite 101
    	
 
    	
Tucson
    	
 
    	
AZ
    	
 
    	
85714
    
	
San   Bernardino
    	
 
    	
1280   Research Drive, Unit B
    	
 
    	
Redlands
    	
 
    	
CA
    	
 
    	
92374
    
	
Little   Rock
    	
 
    	
10600   Colonel Glenn Road, Suite 1000
    	
 
    	
Little   Rock
    	
 
    	
AR
    	
 
    	
72204
    
	
Raleigh
    	
 
    	
951   Aviation Parkway, Bldg One, Suite 1200
    	
 
    	
Morrisville
    	
 
    	
NC
    	
 
    	
27560
    
	
Tulsa
    	
 
    	
1319   N. 105th East Ave
    	
 
    	
Tulsa
    	
 
    	
OK
    	
 
    	
74116
    
	
Oakland
    	
 
    	
3427   Regatta Blvd
    	
 
    	
Richmond
    	
 
    	
CA
    	
 
    	
94804
    
	
Norfolk
    	
 
    	
825   Greenbrier Circle, Suite F
    	
 
    	
Chesapeake
    	
 
    	
VA
    	
 
    	
23320
    
	
Oklahoma   City
    	
 
    	
2704   South Purdue Avenue
    	
 
    	
Oklahoma   City
    	
 
    	
OK
    	
 
    	
73128
    
	
Richmond
    	
 
    	
9830   Mayland Drive, Suite A
    	
 
    	
Richmond
    	
 
    	
VA
    	
 
    	
23233
    
	
Denver
    	
 
    	
9999   Geddes Ave
    	
 
    	
Centennial
    	
 
    	
CO
    	
 
    	
80112
    
	
Wichita
    	
 
    	
3450   North Rock Road, Suite 509
    	
 
    	
Wichita
    	
 
    	
KS
    	
 
    	
67226
    
	
Henrietta
    	
 
    	
535   Summit Point Drive, Suite 3
    	
 
    	
Henrietta
    	
 
    	
NY
    	
 
    	
14467
    
	
Totowa
    	
 
    	
1   Center Court, Suite D
    	
 
    	
Totowa
    	
 
    	
NJ
    	
 
    	
07512
    
	
Indianapolis
    	
 
    	
1445   Brookville Way, Suite O
    	
 
    	
Indianapolis
    	
 
    	
IN
    	
 
    	
46239
    
	
San   Diego
    	
 
    	
9853   Pacific Heights Boulevard, Suite E
    	
 
    	
San   Diego
    	
 
    	
CA
    	
 
    	
92121
    
	
Kansas   City
    	
 
    	
4350   Belgium Blvd
    	
 
    	
Riverside
    	
 
    	
MO
    	
 
    	
64150
    
	
Jacksonville
    	
 
    	
9450   Philips Hwy, Suite 7
    	
 
    	
Jacksonville
    	
 
    	
FL
    	
 
    	
32256
    
	
Dallas
    	
 
    	
2201   Brookhollow Plaza Drive, Suite 145
    	
 
    	
Arlington
    	
 
    	
TX
    	
 
    	
76006
    
	
San   Antonio
    	
 
    	
7042   Alamo Downs Parkway, Suite 400 & 450
    	
 
    	
San   Antonio
    	
 
    	
TX
    	
 
    	
78238
    
	
Sacramento
    	
 
    	
1166   West National Drive, Suite 10
    	
 
    	
Sacramento
    	
 
    	
CA
    	
 
    	
95834
    
	
Atlanta
    	
 
    	
4955   Avalon Ridge Parkway, Suite 200
    	
 
    	
Norcross
    	
 
    	
GA
    	
 
    	
30071
    
	
St.   Louis
    	
 
    	
4073   Wedgeway Court
    	
 
    	
Earth   City
    	
 
    	
MO
    	
 
    	
63045
    
	
Tampa
    	
 
    	
5911-A   Breckenridge Parkway
    	
 
    	
Tampa
    	
 
    	
FL
    	
 
    	
33610
    
	
Portland
    	
 
    	
8070   SW Nimbus Street
    	
 
    	
Beaverton
    	
 
    	
OR
    	
 
    	
97008
    
	
Knoxville
    	
 
    	
6701   Baum Drive, Suite 125
    	
 
    	
Knoxville
    	
 
    	
TN
    	
 
    	
37919
    
	
Fresno
    	
 
    	
4230   West Swift Avenue, Suite 102
    	
 
    	
Fresno
    	
 
    	
CA
    	
 
    	
93722
    
	
Nashville
    	
 
    	
5247   Harding Place
    	
 
    	
Nashville
    	
 
    	
TN
    	
 
    	
37217
    
	
Louisville
    	
 
    	
11235   Decimal Drive
    	
 
    	
Louisville
    	
 
    	
KY
    	
 
    	
40299
    
	
Iowa   City
    	
 
    	
411   West Greenfield, Suite 10A
    	
 
    	
Tiffin
    	
 
    	
IA
    	
 
    	
52340
    
	
Cincinnati
    	
 
    	
12078   Champion Way
    	
 
    	
Sharonville
    	
 
    	
OH
    	
 
    	
45241
    
	
Burbank
    	
 
    	
2040   N. Lincoln Street
    	
 
    	
Burbank
    	
 
    	
CA
    	
 
    	
91504
    
	
Memphis
    	
 
    	
6991   Appling Farms Parkway, Suite 102
    	
 
    	
Memphis
    	
 
    	
TN
    	
 
    	
38133
    
	
Houston
    	
 
    	
6975   Portwest Dr. Suites 150 & 190
    	
 
    	
Houston
    	
 
    	
TX
    	
 
    	
77024
    
	
Las   Vegas
    	
 
    	
7061   W. Arby Ave, Suite 100
    	
 
    	
Las   Vegas
    	
 
    	
NV
    	
 
    	
89113
    
	
Charleston
    	
 
    	
1000   Wilson Street
    	
 
    	
Dunbar
    	
 
    	
WV
    	
 
    	
25064
    
	
Marquette
    	
 
    	
1250   Wilson Street, Suite 103
    	
 
    	
Marquette
    	
 
    	
MI
    	
 
    	
49855
    
	
Madison
    	
 
    	
5810   Manufacturers Drive
    	
 
    	
Madison
    	
 
    	
WI
    	
 
    	
53704
    
	
Hartford
    	
 
    	
625   Day Hill Road, Suite A
    	
 
    	
Windsor
    	
 
    	
CT
    	
 
    	
06095
    
	
Milwaukee
    	
 
    	
4111   West Mitchell Street, Suite 100
    	
 
    	
West   Milwaukee
    	
 
    	
WI
    	
 
    	
53215
    
	
Mobile
    	
 
    	
2866   Dauphin Street, Suite N
    	
 
    	
Mobile
    	
 
    	
AL
    	
 
    	
36606
    
	
Cleveland
    	
 
    	
6935   Treeline Drive, Suite F
    	
 
    	
Cleveland
    	
 
    	
OH
    	
 
    	
44141
    


 











 

	
Location
    	
 
    	
Address
    	
 
    	
City
    	
 
    	
State
    	
 
    	
Zip
    
	
Chicago
    	
 
    	
3010   Woodcreek Drive, Suite G
    	
 
    	
Downers   Grove
    	
 
    	
IL
    	
 
    	
60515
    
	
Boston
    	
 
    	
21   Alpha Road
    	
 
    	
Chelmsford
    	
 
    	
MA
    	
 
    	
01824
    
	
Philadelphia
    	
 
    	
14   Stow Road, Suite 200
    	
 
    	
Marlton
    	
 
    	
NJ
    	
 
    	
08053
    
	
Long   Island
    	
 
    	
108   Sea Lane
    	
 
    	
Farmingdale
    	
 
    	
NY
    	
 
    	
11735
    
	
Salt   Lake City
    	
 
    	
3484   South Main Street
    	
 
    	
Salt   Lake City
    	
 
    	
UT
    	
 
    	
84115
    
	
Fargo
    	
 
    	
918   Page Drive
    	
 
    	
Fargo
    	
 
    	
ND
    	
 
    	
58103
    
	
Birmingham
    	
 
    	
211   Summit Parkway, Suite 128
    	
 
    	
Birmingham
    	
 
    	
AL
    	
 
    	
35209
    
	
Ft.   Lauderdale
    	
 
    	
3320   Executive Way
    	
 
    	
Miramar
    	
 
    	
FL
    	
 
    	
33025
    
	
West   Columbia
    	
 
    	
3229   Sunset Blvd, Suite I
    	
 
    	
W.   Columbia
    	
 
    	
SC
    	
 
    	
29169
    
	
Baltimore
    	
 
    	
6671   Santa Barbara Road Suite C
    	
 
    	
Elkridge
    	
 
    	
MD
    	
 
    	
21075
    
	
Seattle
    	
 
    	
3225   South 116th Street, Suite 109
    	
 
    	
Tukwila
    	
 
    	
WA
    	
 
    	
98168
    
	
Columbus
    	
 
    	
5710   Green Pointe Drive North, Suite B
    	
 
    	
Groveport
    	
 
    	
OH
    	
 
    	
43125
    
	
Sioux   Falls
    	
 
    	
6711   South Louise Av
    	
 
    	
Sioux   Falls
    	
 
    	
SD
    	
 
    	
57108
    
	
San   Francisco
    	
 
    	
3811   Spinnaker Court
    	
 
    	
Fremont
    	
 
    	
CA
    	
 
    	
94538
    
	
New   Orleans
    	
 
    	
110   Widgeon Street, Suite 170
    	
 
    	
Saint   Rose
    	
 
    	
LA
    	
 
    	
70087
    
	
Charlotte
    	
 
    	
9125-C   Southern Pine Boulevard
    	
 
    	
Charlotte
    	
 
    	
NC
    	
 
    	
28273
    
	
Detroit
    	
 
    	
28339   Beck Road, Suite F7 & F8
    	
 
    	
Wixom
    	
 
    	
MI
    	
 
    	
48393
    
	
Anaheim
    	
 
    	
1139   North Patt Street
    	
 
    	
Anaheim
    	
 
    	
CA
    	
 
    	
92801
    
	
Phoenix
    	
 
    	
2135   South 11 Ave, Suite 110
    	
 
    	
Phoenix
    	
 
    	
AZ
    	
 
    	
85007
    
	
Pittsburgh
    	
 
    	
500   Bursca Drive, Suite 508
    	
 
    	
Bridgeville
    	
 
    	
PA
    	
 
    	
15017
    
	
COE   - East
    	
 
    	
1   Center Court, Suite C
    	
 
    	
Totowa
    	
 
    	
NJ
    	
 
    	
07512
    
	
Grand   Rapids
    	
 
    	
85   54th Street
    	
 
    	
Grand   Rapids
    	
 
    	
MI
    	
 
    	
49548
    
	
COE   -Atlanta
    	
 
    	
4955   Avalon Ridge Parkway, Suite 200
    	
 
    	
Norcross
    	
 
    	
GA
    	
 
    	
30071
    
	
COE   - Anaheim
    	
 
    	
1139   North Patt Street
    	
 
    	
Anaheim
    	
 
    	
CA
    	
 
    	
92801
    
	
Omaha
    	
 
    	
8819   South 117th Street
    	
 
    	
La   Vista
    	
 
    	
NE
    	
 
    	
68128
    
	
Rockford
    	
 
    	
4059   Steele Drive
    	
 
    	
Machesney   Park
    	
 
    	
IL
    	
 
    	
61115
    
	
COE   - Dallas
    	
 
    	
2201   Brookhollow Plaza, Suite 130
    	
 
    	
Arlington
    	
 
    	
TX
    	
 
    	
76006
    
	
Lubbock
    	
 
    	
6113   43rd Street
    	
 
    	
Lubbock
    	
 
    	
TX
    	
 
    	
79407
    
	
Hawaii
    	
 
    	
94-408   Akoki Street Suite 101
    	
 
    	
Waipahu
    	
 
    	
HI
    	
 
    	
96797
    
	
Bloomington
    	
 
    	
#7   Finance Drive, Units 7-9
    	
 
    	
Bloomington
    	
 
    	
IL
    	
 
    	
61704
    
	
Lancaster
    	
 
    	
105   Independence Court, Suite 101
    	
 
    	
Lancaster
    	
 
    	
PA
    	
 
    	
17601
    
	
Albuquerque
    	
 
    	
2809   Broadbent Parkway NE, Suite A
    	
 
    	
Albuquerque
    	
 
    	
NM
    	
 
    	
87107
    
	
Purchasing
    	
 
    	
3010   Woodcreek Drive, Suite G
    	
 
    	
Downers   Grove
    	
 
    	
IL
    	
 
    	
60515
    
	
Appleton   / Green Bay
    	
 
    	
2001   Lawrence Drive, Suite 101A
    	
 
    	
De   Pere
    	
 
    	
WI
    	
 
    	
54115
    
	
Toledo
    	
 
    	
6450   Weatherfield Court, Suite 4A
    	
 
    	
Maumee
    	
 
    	
OH
    	
 
    	
43537
    
	
Midland
    	
 
    	
5023   Princeton, Suite 10
    	
 
    	
Midland
    	
 
    	
TX
    	
 
    	
79705
    
	
Orlando
    	
 
    	
2315   Lynx Lane, Suite 1
    	
 
    	
Orlando
    	
 
    	
FL
    	
 
    	
32804
    
	
Shreveport
    	
 
    	
5100   Interstate Circle, Suite I & J
    	
 
    	
Shreveport
    	
 
    	
LA
    	
 
    	
71109
    
	
Springfield
    	
 
    	
2335   East Chestnut Expressway, Building C-120
    	
 
    	
Springfield
    	
 
    	
MO
    	
 
    	
65802
    
	
Spokane
    	
 
    	
2625   North Felts Lane
    	
 
    	
Spokane
    	
 
    	
WA
    	
 
    	
99206
    
	
Jackson
    	
 
    	
199   Interstate Drive, Suite G
    	
 
    	
Richland
    	
 
    	
MS
    	
 
    	
39218
    
	
West   Palm Beach
    	
 
    	
7231   Haverhill Business Parkway, Suite 210
    	
 
    	
Riviera   Beach
    	
 
    	
FL
    	
 
    	
33407
    
	
Austin
    	
 
    	
1421   Wells Branch Parkway, Suite 103
    	
 
    	
Pflugerville
    	
 
    	
TX
    	
 
    	
78660
    
	
McAllen
    	
 
    	
2108   South M Street, Suite 5
    	
 
    	
McAllen
    	
 
    	
TX
    	
 
    	
78503
    
	
Rochester
    	
 
    	
6301   Bandel Road NW, Suite 601
    	
 
    	
Rochester
    	
 
    	
MN
    	
 
    	
55901
    
	
Tupelo
    	
 
    	
578   Carnation Street
    	
 
    	
Tupelo
    	
 
    	
MS
    	
 
    	
38804
    


 











 

	
Location
    	
 
    	
Address
    	
 
    	
City
    	
 
    	
State
    	
 
    	
Zip
    
	
COE-Chicago
    	
 
    	
3010   Woodcreek Drive Suite G
    	
 
    	
Downers   Grove
    	
 
    	
IL
    	
 
    	
60515
    


 












 

OTHER STORAGE LOCATIONS

 

	
Vendor Name
    	
 
    	
Address of Storage Space
    	
 
    	
Unit #/ Other
   Information
    
	
Southwest   Self Storage, LLC
    	
 
    	
1450   E. Metric Place, Tucson, AZ 85713
    	
 
    	
A2,   B20, B21, B22, C5, D24
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
U-Store
    	
 
    	
25825   Redlands Blvd, Redlands CA 92374
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Freeway   U-Storit
    	
 
    	
18   Freeway Dr, Little Rock, AK 72204
    	
 
    	
Unit   2533
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
North   State Storage
    	
 
    	
120   Centre West Court, Cary, NC 27513
    	
 
    	
Units   670,696,715
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SecurCare   Self Storage
    	
 
    	
3218   S. Garnett Road, Tulsa, OK 74146
    	
 
    	
Unit   K056
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Interstate   Storage
    	
 
    	
720   National Court, Richmond, CA 94804
    	
 
    	
OB021-Unit   # 6 & OC021-Unit # 60
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Eden   Way Storage Center
    	
 
    	
716   Eden Way North, Chesapeake, VA 23320
    	
 
    	
Unit   E3149
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SecureCare   Self Storage
    	
 
    	
2420   S. Meridian, Oklahoma City, OK 73108
    	
 
    	
Units   733, 734
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
West   End Self Storage
    	
 
    	
9120   West Broad St, Richmond, VA 23294
    	
 
    	
Unit430
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
U   Store North Rock
    	
 
    	
3420   N. Rock Rd, Wichita, KS 67226
    	
 
    	
Units   827, 828
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Affordable   Self Storage
    	
 
    	
2378   Hamburg Turnpike, Wayne, NJ 07470
    	
 
    	
Units   A103, C106, C108, C109, C110
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Extra   Space Storage
    	
 
    	
1661   Rt 23, Wayne, NJ 07470
    	
 
    	
Units   1119, 1122, 1124, 1129, 1130
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public   Storage
    	
 
    	
9890   Pacific Hts Blvd, San Diego, CA 92121
    	
 
    	
Unit   1213
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Atlantic   Self Storage
    	
 
    	
5285   Shad Road, Jacksonville, FL 32257
    	
 
    	
Unit   1975
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sunbelt   Storage
    	
 
    	
1620   E. Lamar Blvd, Arlington, TX 76011
    	
 
    	
Units   327, 212, 213, 801, 802, 803, 804, 805
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Uncle   Bob’s Storage
    	
 
    	
1620   E. Lamar Blvd, Arlington, TX 76011
    	
 
    	
Unit   412
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Patroit   Storage
    	
 
    	
9403   Marbach Rd, San Antonio, TX 78245
    	
 
    	
Units   170, 223, 231, 233, 234, 274
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public   Storage
    	
 
    	
4200   Northgate Blvd. Sacramento, CA 95834
    	
 
    	
Units   1631, 1519, 1523, 1607
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Champion   Self Storage
    	
 
    	
5180   Peachtree Industrial Blvd, Norcross, GA 30071
    	
 
    	
Units   115, 455
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cross   Town Stor-N-More
    	
 
    	
1505   S US Hwy 301, Tampa, FL 33619
    	
 
    	
Units   1462, 1476, 1477, 1478
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Central   Security Storage
    	
 
    	
6002   Kingston Pike, Knoxville, TN 37919
    	
 
    	
Units   L12, L15, L16, L17
    


 











 

	
Vendor Name
    	
 
    	
Address of Storage Space
    	
 
    	
Unit #/ Other
   Information
    
	
Trinet   West, LLC
    	
 
    	
4230   West Swift Avenue, Suite 102, Fresno CA 93722
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public   Storage
    	
 
    	
2555   E Kemper Rd, Cincinnati, OH 45241
    	
 
    	
Units   K334, K337, K394
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Extra   Space Storage
    	
 
    	
2124   Charles-Bryan Rd, Memphis Tn
    	
 
    	
Units   A3, A33, A35, C15
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Uncle   Bob’s Self Storage
    	
 
    	
5425   Katy Freeway, Houston, TX 77007
    	
 
    	
Units   A008, A010, A011, A020
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Best   Storage
    	
 
    	
6960 W. Robindale Rd, LV, NV 89113
    	
 
    	
Unit   326
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dunbar Better Mini Storage LLC
    	
 
    	
2013   Wilson Street, Dunbar WV 25064
    	
 
    	
Unit   B19
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Tri-State   Storage Ctr LLC
    	
 
    	
5194   Rt. 60 E, Huntingtion, WV 25705
    	
 
    	
Unit   A38
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Veridea
    	
 
    	
989   West Washington Street, Marquette, MI 49855
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
U   Store It
    	
 
    	
708 Montlimar Park, Ste B, Mobile, AL 36693
    	
 
    	
Unit   L10
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Vendor   Storage Zone Brecksville
    	
 
    	
10117   Brecksville Rd, Brecksville, OH 44114
    	
 
    	
Units   C59, C60, C61
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Woodcreek   Properties LLC
    	
 
    	
3010   Woodcreek Drive, Downers Grove, IL 60515
    	
 
    	
Suite F
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Meredith &   Grew Inc
    	
 
    	
25   Industrial Ave, Chelmsford MA 01824
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
My   Storage Space Billerica
    	
 
    	
225   Rangeway Rd, Billerica, MA 01862
    	
 
    	
Units   36, 37, 38, 40, 41
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Extra   Space Storage
    	
 
    	
588   Rte 38, E. Maple Shade, NJ 08052
    	
 
    	
Unit   5013
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lines   Self Storage
    	
 
    	
Rt   100, N. Chester Springs, PA
    	
 
    	
Unit   18
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Classic   Self Storage
    	
 
    	
3464   S. Main St, Salt Lake City, UT 84115
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sunshine   Self Storage
    	
 
    	
11800   Miramar Pkwy, Miramar, Fl 33025
    	
 
    	
Units   215, 218, 312, 315, 338
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Jam   Pac Storage
    	
 
    	
7940   Broadriver Rd, Irma, SC
    	
 
    	
Unit   A21, A22
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mini   U Storage
    	
 
    	
9425   Snowden River Pkwy, Columbia, MD 21046
    	
 
    	
Units:   1111/OA067, 477/OC067, 478/OF067, 516/OE067, 498/OD067, 485/OG067
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public   Storage
    	
 
    	
10020   Martin Luther King Jr. Way S., Seattle, WA 98178
    	
 
    	
Units   L001, L005, L012, L018
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Access   Storage Ohio, Inc
    	
 
    	
5625   Groveport Rd, Groveport, OH 43125
    	
 
    	
Units   C0002, C0004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Safe   Keep Self Storage
    	
 
    	
44705   Osgood Rd, Fremont, CA 94539
    	
 
    	
Unit   B1010
    


 











 

	
Vendor Name
    	
 
    	
Address of Storage Space
    	
 
    	
Unit #/ Other
   Information
    
	
Storage   Post
    	
 
    	
10259   Airline Highway W., St. Rose, LA 70087
    	
 
    	
Unit   B177
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public   Storage
    	
 
    	
9400   South Tyron Street, Space#M034, Charlotte, NC 28273
    	
 
    	
Unit   E008, J002, M034
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Beck   Business Center, Inc.
    	
 
    	
28265   Beck Road, C15, Wixom, MI 48393
    	
 
    	
Unit   C15
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Storage   Outlet
    	
 
    	
900   S. Raymond Ave, Fullerton, CA 92831
    	
 
    	
Units   A103, A107, A115, A116, A120
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
All   Storage
    	
 
    	
3650   W. Broadway Road, Phoenix, AZ 85041
    	
 
    	
Units   241, 242, 243, 244, 246, 247, 250
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bursca   Self Storage
    	
 
    	
Bursca   Drive, PA 15017
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Guardian   Storage Solutions
    	
 
    	
350   Old Haymaker Rd, Monroeville, PA 15146
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wayne   Storage
    	
 
    	
557   Rt. 23 South, Wayne, NJ 07470
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Stop &   Lock
    	
 
    	
5633   Division St. Grand Rapids, MI 49548
    	
 
    	
Units   5, 7
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Medlock
    	
 
    	
3345   Medlock Bridge Rd NW, Norcross, GA 30092
    	
 
    	
Units   634, 639, 641, 645, 647
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Portal   Road Flexbays, LLC
    	
 
    	
11529   Portal Road, #9, LaVista, NE 68128
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Twin   City Self Storage
    	
 
    	
2019   Eagle Rd, Bloomington, IL 61761
    	
 
    	
Units   1152, 1255
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Premier   Self Storage
    	
 
    	
170   Independence Ct, Lancaster, PA 17601
    	
 
    	
Units   1420, 2574
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sentinel   Self Storage
    	
 
    	
4620   Pan American Freeway, Albuquerque, NM 87109
    	
 
    	
Unit   47
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Around   Town Storage
    	
 
    	
1028   S. Holland, Holland, OH 43528
    	
 
    	
Units   4024, 4025
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Colonial   Self Storage
    	
 
    	
1904   W. Loop 250 N, Midland, TX 79705
    	
 
    	
Unit   513
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Loop   250 Storage
    	
 
    	
2504   N. Loop 250W, Midland, TX 79707
    	
 
    	
Unit   614
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Southern   Self Storage Orlando
    	
 
    	
2308   N. John Young Pkwy, Orlando, FL 32804
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Crossgate   Storage Mart
    	
 
    	
100   Westside Cove, Pearl, MS 39208
    	
 
    	
Unit   272
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Another   Closet
    	
 
    	
714   E Ferguson, Pharr, TX 78577
    	
 
    	
Unit   1015