Exhibit 10.1  
 US $135,000,000
CREDIT AGREEMENT  Dated as of May 31, 2007  among  UHS MERGER SUB, INC.,  as Borrower  UHS HOLDCO, INC.,  as Parent  MERRILL LYNCH CAPITAL, a
division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC.,  as Administrative Agent  BANK OF AMERICA, N.A.,  as Documentation Agent  THE INITIAL L/C ISSUER AND
INITIAL SWING LINE LENDER NAMED HEREIN  as Initial L/C Issuer and
Initial Swing Line Lender
and
THE OTHER LENDERS PARTY HERETO  
  MERRILL LYNCH CAPITAL, a
division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC.,  BEAR, STEARNS & CO. INC.  and  WACHOVIA CAPITAL MARKETS,
LLC,  as Joint Lead Arrangers and
as Joint Bookrunners


Table of Contents  PageARTICLE 1DEFINITIONS AND ACCOUNTING TERMSSECTION 1.01. Defined Terms
  
  1SECTION 1.02. Other Interpretive Provisions
  
  39SECTION 1.03. Accounting Terms
  
  39SECTION 1.04. Rounding
  
  39SECTION 1.05. References to Agreements and Laws
  
  40SECTION 1.06. Times of Day
  
  40SECTION 1.07. Timing of Payment or Performance
  
  40ARTICLE 2THE REVOLVING CREDIT COMMITMENTS AND CREDIT EXTENSIONSSECTION 2.01. The Revolving Credit Loans
  
  40SECTION 2.02. Borrowings, Conversions and
  Continuations of Loans
  
  41SECTION 2.03. Letters of Credit
  
  42SECTION 2.04. Swing Line Loans
  
  49SECTION 2.05. Prepayments
  
  51SECTION 2.06. Termination or Reduction of Revolving
  Credit Commitments
  
  53SECTION 2.07. Repayment of Loans
  
  53SECTION 2.08. Interest
  
  53SECTION 2.09. Fees
  
  54SECTION 2.10. Computation of Interest and Fees
  
  54SECTION 2.11. Evidence of Indebtedness
  
  55SECTION 2.12. Payments Generally
  
  56SECTION 2.13. Sharing of Payments
  
  57SECTION 2.14. Increase in Revolving Credit
  Commitments
  
  58SECTION 2.15. Eligible Accounts and Eligible Unbilled
  Accounts
  
  59SECTION 2.16. Eligible Rental Equipment, Eligible
  Wholesale Disposables and Eligible Equipment Disposables.
  
  63ARTICLE 3TAXES, INCREASED COSTS PROTECTION AND ILLEGALITYSECTION 3.01. Taxes
  
  64SECTION 3.02. Illegality
  
  67SECTION 3.03. Inability to Determine Rates
  
  67SECTION 3.04. Increased Cost and Reduced Return;
  Capital Adequacy; Reserves on Eurodollar Rate Loans
  
  67  i


SECTION 3.05. Funding Losses
  
  69SECTION 3.06. Matters Applicable to Requests for
  Compensation
  
  69SECTION 3.07. Replacement of Lenders Under Certain
  Circumstances
  
  70SECTION 3.08. Survival
  
  71ARTICLE 4CONDITIONS PRECEDENTSECTION 4.01. Conditions Precedent to Initial Credit
  Extension
  
  71SECTION 4.02. Conditions to All Credit Extensions
  After the Closing Date
  
  74ARTICLE 5REPRESENTATIONS AND WARRANTIESSECTION 5.01. Existence, Qualification and Power;
  Compliance with Laws
  
  75SECTION 5.02. Authorization; No Contravention
  
  75SECTION 5.03. Governmental Authorization; Other
  Consents
  
  75SECTION 5.04. Binding Effect
  
  76SECTION 5.05. Financial Statements; No Material
  Adverse Effect
  
  76SECTION 5.06. Litigation
  
  77SECTION 5.07. Ownership of Property; Liens
  
  77SECTION 5.08. Environmental Compliance
  
  77SECTION 5.09. Taxes
  
  78SECTION 5.10. ERISA Compliance
  
  79SECTION 5.11. Subsidiaries; Equity Interests
  
  79SECTION 5.12. Margin Regulations; Investment Company
  Act
  
  79SECTION 5.13. Disclosure
  
  80SECTION 5.14. Intellectual Property, Licenses, Etc.
  
  80SECTION 5.15. Solvency
  
  80SECTION 5.16.
  Perfection, Mortgages, Etc.
  
  80SECTION 5.17. Compliance with Laws Generally
  
  81SECTION 5.18. Labor Matters
  
  81SECTION 5.19. Debt
  
  81ARTICLE 6AFFIRMATIVE COVENANTSSECTION 6.01. Financial Statements
  
  81SECTION 6.02. Certificates; Other Information
  
  83SECTION 6.03. Notices
  
  84SECTION 6.04. Payment of Obligations
  
  85SECTION 6.05. Preservation of Existence, Etc.
  
  85SECTION 6.06. Maintenance of Properties
  
  85SECTION 6.07. Maintenance of Insurance
  
  85  ii


SECTION 6.08. Compliance with Laws
  
  85SECTION 6.09. Books and Records
  
  85SECTION 6.10. Inspection Rights
  
  85SECTION 6.11. Use of Proceeds
  
  86SECTION 6.12. Covenant to Guarantee Obligations and
  Give Security
  
  86SECTION 6.13. Compliance with Environmental Laws
  
  88SECTION 6.14. Further Assurances
  
  88SECTION 6.15. Landlord Agreement and Real Estate
  Purchases
  
  89SECTION 6.16. Designation of Subsidiaries
  
  89SECTION 6.17. Maintenance of Separate Existence
  
  89SECTION 6.18. Junior Financing Documentation
  
  90ARTICLE 7NEGATIVE COVENANTSSECTION 7.01. Liens
  
  90SECTION 7.02. Investments
  
  93SECTION 7.03. Indebtedness
  
  96SECTION 7.04. Fundamental Changes
  
  98SECTION 7.05. Dispositions
  
  99SECTION 7.06. Restricted Payments
  
  100SECTION 7.07. Change in Nature of Business
  
  102SECTION 7.08. Transactions with Affiliates
  
  102SECTION 7.09. Burdensome Agreements
  
  103SECTION 7.10. Holding Company
  
  104SECTION 7.11. Financial Covenant
  
  104SECTION 7.12. Amendments of Certain Documents
  
  104SECTION 7.13. Accounting Changes
  
  104SECTION 7.14. Prepayments, Etc. of Permitted
  Subordinated Indebtedness
  
  104SECTION 7.15. Designated Senior Debt
  
  105ARTICLE 8EVENTS OF DEFAULT AND REMEDIESSECTION 8.01. Events of Default
  
  105SECTION 8.02. Remedies Upon Event of Default
  
  107SECTION 8.03. Application of Funds
  
  108ARTICLE 9ADMINISTRATIVE AGENT AND OTHER AGENTSSECTION 9.01. Authorization and Action
  
  109SECTION 9.02.
  Agents Reliance, Etc.
  
  110SECTION 9.03. Merrill Lynch Capital, a division of
  Merrill Lynch Business Financial Services, Inc. and Affiliates
  
  110  iii


SECTION 9.04. Lender Credit Decision
  
  110SECTION 9.05. Indemnification
  
  110SECTION 9.06. Successor Agents
  
  111SECTION 9.07. Other Agents; Arrangers and Managers
  
  112SECTION 9.08. Intercreditor Agreement
  
  112ARTICLE 10MISCELLANEOUSSECTION 10.01.
  Amendments, Etc.
  
  113SECTION 10.02. Notices and Other Communications;
  Facsimile Copies
  
  115SECTION 10.03. No Waiver; Cumulative Remedies
  
  116SECTION 10.04. Attorney Costs, Expenses and Taxes
  
  116SECTION 10.05. Indemnification by the Borrowers
  
  116SECTION 10.06. Payments Set Aside
  
  117SECTION 10.07. Successors and Assigns
  
  117SECTION 10.08. Confidentiality
  
  121SECTION 10.09. Setoff
  
  121SECTION 10.10. Interest Rate Limitation
  
  122SECTION 10.11. Counterparts
  
  122SECTION 10.12. Integration
  
  122SECTION 10.13. Survival of Representations and
  Warranties
  
  122SECTION 10.14. Severability
  
  122SECTION 10.15. Tax Forms
  
  122SECTION 10.16. Process Agent
  
  124SECTION 10.17. Release of Collateral
  
  124SECTION 10.18. GOVERNING LAW
  
  124SECTION 10.19. WAIVER OF RIGHT TO TRIAL BY JURY
  
  125SECTION 10.20. Binding Effect
  
  125SECTION 10.21. USA Patriot Act Notice
  
  125SIGNATURES
  
  S-1  iv


SCHEDULES2.01
  
  Revolving Credit Commitments5.06
  
  Disclosed Litigation5.07(c)
  
  Real Property Pledged
  as Collateral5.08
  
  Environmental Compliance5.10(b)
  
  Material ERISA Claims,
  Actions, Suits, or Action by Governmental Authority5.10(c)
  
  ERISA Events or Material Liabilities5.11
  
  Subsidiaries5.14
  
  IP Rights6.14(c)
  
  Post-Closing Matters7.01(b)
  
  Existing Liens7.02(f)
  
  Existing Investments7.03(c)(i)
  
  Existing Indebtedness7.08
  
  Transactions with Affiliates7.09
  
  Existing Restrictions10.02
  
  Administrative Agents Office, Certain Addresses
  for NoticesEXHIBITSForm ofA
  
  Committed Loan NoticeB
  
  Swing Line Loan NoticeC-1
  
  Revolving Credit NoteC-2
  
  Swing Line NoteD
  
  Compliance CertificateE
  
  Assignment and AssumptionF
  
  GuarantyG
  
  Security AgreementH
  
  Kirkland & Ellis LLP OpinionI
  
  Administrative
  QuestionnaireJ
  
  Intercreditor AgreementK
  
  Borrowing Base CertificateL
  
  Solvency Certificate  v


CREDIT
AGREEMENT  This CREDIT AGREEMENT (this Agreement) is entered into as of May 31, 2007 among UHS
MERGER SUB, INC., a Delaware corporation (Merger
Sub), UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (UHS) (prior to the Acquisition, Merger
Sub, and after giving effect to the Acquisition, UHS as the surviving
corporation, shall be referred to as the Borrower), UHS
HOLDCO, INC., a Delaware corporation (the Parent), each
lender from time to time party hereto (collectively, the Lenders
and individually, each a Lender), the
Initial L/C Issuer, the Initial Swing Line Lender and MERRILL LYNCH CAPITAL, a
division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., as Administrative
Agent.  PRELIMINARY STATEMENTS  Pursuant to an Agreement and
Plan of Merger (as amended from time to time in accordance with the terms
hereof, the Merger Agreement) dated as of
April 15, 2007, by and among J.W. Childs Equity Partners III, L.P., as
representative of the Securityholders (as defined in the Merger Agreement) (the
Seller), Parent, and Merger Sub.,
Merger Sub has agreed to consummate a merger (the Acquisition)
with UHS, in which UHS will be the surviving corporation.  To finance the acquisition,
substantially contemporaneously with the consummation of the Merger, (a) Merger
Sub will issue the Senior Notes (as defined below) in a principal amount of
$230 million, to be secured on a second lien basis pursuant to the Second Lien
Security Agreement (as defined below) and subject to the Intercreditor Agreement
(as defined below), (b) Merger Sub will issue the Senior PIK/Toggle Notes (as
defined below) in a principal amount of $230 million, to be secured on a second
lien basis pursuant to the Second Lien Security Agreement and subject to the
Intercreditor Agreement, and (c) Parent will receive a common equity
contribution from the Sponsor (as defined below) in an amount equal to at least
25% of the pro forma capitalization of the Borrower after giving effect to the
Transactions, which amount will be contributed as common capital in Merger Sub.  The Borrowers have requested
that (a) to finance the balance of the cost of the Acquisition (including to
pay the fees, costs and expenses incurred in connection with the Transactions)
substantially contemporaneously with the consummation of the Acquisition the
Lenders make Revolving Credit Loans to the Borrowers in an aggregate principal
amount not in excess of $25,000,000, and (b) from time to time after the date
of such consummation, the Lenders lend to the Borrowers and the L/C Issuer
issue Letters of Credit for the account of the Borrowers and the Restricted
Subsidiaries under a $135,000,000 Revolving Credit Facility, secured on a first
lien basis by the Collateral Documents (as defined below) with the benefits of
the Intercreditor Agreement.  The applicable Lenders have
indicated their willingness to lend and the L/C Issuer has indicated its
willingness to so issue Letters of Credit, in each case, on the terms and
subject to the conditions set forth in this Agreement.  In consideration of the
mutual covenants and agreements contained in this Agreement, the parties hereto
hereby covenant and agree as follows:  ARTICLE 1DEFINITIONS AND ACCOUNTING TERMS  SECTION 1.01. Defined
Terms. As used in
this Agreement, the following terms shall have the meanings set forth below:  1


Account Debtor means any Person who may become obligated to
any Loan Party under, with respect to, or on account of, an Account, Chattel
Paper or General Intangibles (including a payment intangible).  Accounts means all accounts, as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party,
including (a) all accounts receivable, other receivables, book debts and other
forms of obligations (other than forms of obligations evidenced by Chattel
Paper or Instruments), (including any such obligations that may be
characterized as an account or contract right under the Uniform Commercial
Code), (b) all of each Loan Partys rights in, to and under all purchase orders
or receipts for goods or services, (c) all of each Loan Partys rights to any
goods represented by any of the foregoing (including unpaid sellers rights of
rescission, replevin, reclamation and stoppage in transit and rights to
returned, reclaimed or repossessed goods), (d) all rights to payment due to any
Loan Party for property sold, leased, licensed, assigned or otherwise disposed
of, for a policy of insurance issued or to be issued, for a secondary
obligation incurred or to be incurred, for energy provided or to be provided,
for the use or hire of a vessel under a charter or other contract, arising out
of the use of a credit card or charge card, or for services rendered or to be
rendered by such Loan Party or in connection with any other transaction
(whether or not yet earned by performance on the part of such Loan Party), (e)
all health care insurance receivables and (f) all collateral security and
guaranties of any kind, given by any Account Debtor or any other Person with
respect to any of the foregoing.  Acquired EBITDA means, with respect to any entity or
business acquired in a Permitted Acquisition for any period, the amount for
such period of Consolidated EBITDA of such entity or business (determined as if
references to the Borrowers and the Restricted Subsidiaries in the definition
of Consolidated EBITDA were references to such entity or business and its
Subsidiaries), all as determined on a consolidated basis for such entity or business.  Acquisition has the meaning specified in the preliminary
statements to this Agreement.  Additional Commitments Effective Date has the meaning
specified in Section 2.14(b).  Additional Lenders means the lenders providing the
Additional Revolving Credit Commitments.  Additional Revolving Credit Commitments means the
commitments of the Additional Lenders to make Additional Revolving Credit Loans
pursuant to Section 2.14.  Additional Revolving Credit Loans means any loans made in
respect of any Additional Revolving Credit Commitments that shall have been
added pursuant to Section 2.14.  Adjusted Consolidated Funded Indebtedness means, on any
day, the sum of (a) with respect to Consolidated Funded Indebtedness consisting
of revolving borrowings, the average daily outstanding amount of such revolving
borrowings for the four fiscal quarters most recently ended on or prior to such
day (or, if fewer than four full fiscal quarters have elapsed since the Closing
Date, for the period commencing on the Closing Date and ending on the last day
of the fiscal quarter most recently ended on or prior to such day) plus (b) with respect to all other Consolidated Funded
Indebtedness, the outstanding amount thereof on such day.  Administrative Agent means ML Capital, in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.  2


Administrative Agents Office means the Administrative
Agents address and, as appropriate, account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to
time notify in writing to the Borrowers, the Lenders and the L/C Issuers.  Administrative Questionnaire means an Administrative Questionnaire
substantially in the form of Exhibit I.  Affiliate means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified; provided that portfolio companies of the Sponsor that are
not Subsidiaries of Parent shall be deemed not to be Affiliates of any Loan
Party. Control means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise. Controlling
and Controlled have meanings correlative
thereto.  Agent-Related Persons means the Administrative Agent, the
Collateral Agent and, in each case, the officers, directors, employees, agents
and attorneys-in-fact of such Person.  Agents means, collectively, the Administrative Agent, the
Collateral Agent, the Syndication Agent and the Documentation Agent.  Aggregate Commitments means the Revolving Credit
Commitments of all the Lenders.  Agreement means this Credit Agreement.  Alternative Borrowing Base Certificate has the meaning set
forth in Section 6.01(e).  Applicable Amount means, at any time (the Reference Time), an amount equal to:  (a)           50% of the Consolidated Net Income of
UHS for the period from July 1, 2007 until the last day of the then most recent
fiscal quarter for which financial statements have been delivered; plus  (b)           100% of the aggregate net cash proceeds
and the fair market value of property and marketable securities received by UHS
since the Closing Date as a contribution to its common equity capital or from
the issue or sale of Equity Interests of UHS (other than Disqualified Equity
Interests) or from the issue or sale of convertible or exchangeable
Disqualified Equity Interests or convertible or exchangeable debt securities of
UHS that have been converted into or exchanged for such Equity Interests (other
than Equity Interests (or Disqualified Equity Interests or debt securities)
sold to a Subsidiary of the Borrower); but excluding cash proceeds received
from the sale of Equity Interests of UHS (and, to the extent actually
contributed to UHS, Equity Interests of UHSs direct or indirect parent corporations)
to members of management, directors or consultants of UHS, any direct or
indirect parent of UHS and the Subsidiaries of UHS after the Closing Date to
the extent such amounts have been applied to Restricted Payments made in
accordance with Section 7.06(d)(iii); plus  (c)           to the extent that any Investment
that was made after the Closing Date is sold, the return of capital with
respect to such Investment (less the cost of disposition, if any); plus  (d)           100% of any dividends received by UHS
or a Restricted Subsidiary of UHS that is a Guarantor after the Closing Date
from an Unrestricted Subsidiary of UHS, to the extent that such dividends were
not otherwise included in Consolidated Net Income of UHS for such period.  3


minus
(b) the sum, without duplication, of:  (i)            the aggregate amount of dividends
pursuant to Section 7.06(e) following the Closing Date and prior to the
Reference Time;  (ii)           the aggregate amount of prepayments,
repurchases and redemptions of Permitted Subordinated Indebtedness pursuant to Section
7.14(i)(x)(2) following the Closing Date and prior to the Reference Time;
and  (iii)          the aggregate amount of Investments
pursuant to Section 7.02(n)(ii).  Applicable Commitment Fee Rate means a
percentage per annum equal to (a) 0.375% at any time the Usage Percentage is
equal to or less than 50%, and (b) 0.25% at any time the Usage Percentage is
greater than 50%.  Applicable Rate means:  (a)           a percentage per annum equal to the
following percentages per annum, based upon the Usage Percentage as of any date
of determination:  Applicable RatePricing Level
  
  Usage Percentage
  
  Eurodollar Rate and
  Letter of Credit Fees
  
  Base Rate1
  
  <
  25%
  
  1.75
  %
  0.75
  %2
  
  >
  25% but < 75%
  
  1.50
  %
  0.50
  %3
  
  > 75%
  
  1.25
  %
  0.25
  %  Any change in the Applicable Rate will become
effective as of the date the rate interest which is so identified as the Applicable
Rate is different from that in effect on the prior Business Day, based on the
Usage Percentage for such prior day; provided that
at the option of the Administrative Agent or the Required Lenders, pricing
level 1 shall apply, (x) as of the first Business Day after the date on which a
Borrowing Base Certificate was required to have been delivered but was not
delivered, and shall continue to so apply to and including the date on which
such Borrowing Base Certificate is so delivered (and thereafter the Pricing
Level otherwise determined in accordance with this definition shall apply) and
(y) as of the first Business Day after an Event of Default shall have occurred
and be continuing, and shall continue to so apply to but excluding the date on
which such Event of Default is cured or waived (and thereafter the Pricing
Level otherwise determined in accordance with this definition shall apply);provided  furtherthat in
the event that any Borrowing Base Certificate delivered pursuant to Section
6.01(e) is shown to be inaccurate (regardless of whether this Agreement or
the Revolving Credit Commitments are in effect when such inaccuracy is
discovered) within one year of delivery thereof, and such inaccuracy, if
corrected, would have led to the application of a higher Applicable Margin for
any period (an Applicable Period) than the
Applicable Rate applied for such Applicable Period, then (i) the Borrowers
shall promptly deliver to the Administrative Agent a correct certificate for
such Applicable Period, (ii) the Applicable Rate shall be determined based upon
such corrected certificate for such Applicable Period, and (iii) the Borrowers
shall promptly pay to the Administrative Agent the accrued  4


additional interest owing as a result of such
increased Applicable Rate for such Applicable Period; provided
that the provisions of this proviso shall terminate unless a claim is made
therefor by the Administrative Agent within 365 days after the date all
Revolving Credit Loans are paid in full and all Revolving Credit Commitments
shall have terminated;  (b)           with respect to any Additional
Revolving Credit Commitments, such amount as may be agreed to by the Borrowers,
the Administrative Agent and the Additional Lenders; and  (c)           This definition shall not limit the
rights of the Administrative Agent and Lenders under and with respect to Sections
2.08(b) and Article 8.  Appropriate Lender means, at any time, (a) with respect to
Loans of any Class, the Lenders of such Class, (b) with respect to the Letter
of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have
been issued pursuant to Section 2.03(a), the Lenders and (c) with
respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any
Swing Line Loans are outstanding pursuant to Section 2.04(a), the
Lenders.  Approved Domestic Bank has the meaning specified in clause
(b) of the definition of Cash Equivalents.  Approved Foreign Bank has the meaning specified in clause
(f) of the definition of Cash Equivalents.  Approved Fund means any Fund that is administered, advised
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers, advises or manages a Lender.  Arrangers means ML Capital, Bear, Stearns & Co. Inc.
and Wachovia Capital Markets LLC, each in its capacity as a joint lead arranger
and joint bookrunner for the Facilities.  Assignment and Assumption means an Assignment and
Assumption substantially in the form of Exhibit E.  Attorney Costs means and includes all reasonable fees,
documented out-of-pocket expenses and documented out-of-pocket disbursements of
any law firm or other external counsel.  Attributable Indebtedness means, on any date, in respect of
any Capitalized Lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP.  Auto-Renewal Letter of Credit has the meaning specified in Section
2.03(b)(iii).  Base Rate means a variable per annum rate, as of any date
of determination, equal to the greater of (i) the Federal Funds Rate plus
one-half of one percent (0.50%) per annum and (ii) the rate of interest which
is identified and normally published by Bloomberg Professional Service Page
Prime as the Prime Rate (or, if more than one rate is published as the Prime
Rate, then the highest of such rates). Any change in Base Rate will become
effective as of the date the rate of interest which is so identified as the Prime
Rate is different from that published on the preceding Business Day. If
Bloomberg Professional Service no longer reports the Prime Rate, or if such
Page Prime no longer exists, or Administrative Agent determines in good faith
that the rate so reported no longer accurately reflects an accurate
determination of the prevailing Prime Rate, Administrative Agent may select a
reasonably  5


comparable publicly
available index or source to use as the basis for the Base Rate. The Base Rate
is not intended to be nor will it necessarily be the lowest rate of interest
extended by the Lenders to their customers.  Base Rate Loan means a Loan that bears interest based on
the Base Rate.  Billed Accounts means any Account with respect to which an
invoice has been sent to the applicable Account Debtor.  Borrowers has the meaning specified in the Preliminary
Statements, and, after giving effect to the Assumption Agreement, shall include
UHS, and any Subsidiary that becomes a Borrower under Section 6.12.  Borrower Materials has the meaning specified in Section
6.02.  Borrower Parties means the collective reference to the
Borrowers and the Restricted Subsidiaries, and Borrower
Party means any one of them.  Borrowing means a Revolving Credit Borrowing or a Swing
Line Borrowing, as the context may require.  Borrowing Availability means, as of any date of
determination, the lesser of (a) the Maximum Amount and (b) the Borrowing Base,
in each case, less the sum of (i) the aggregate principal amount of the
Revolving Credit Loans then outstanding plus (ii) the aggregate principal
amount of the Swing Line Loans then outstanding, plus (iii) the L/C Obligations
then outstanding.  Borrowing Base means, as of any date of determination by
the Administrative Agent, from time to time, an amount equal to the sum at such
time of:  (a)           eighty-five percent (85%) of the total face amount of the
Borrowers Eligible Accounts; and  (b)           fifty percent (50%) of the total face amount of the
Borrowers Eligible Unbilled Accounts, not to exceed, as of any date of
determination, twenty-five percent (25%) of the sum of (x) the total face
amount of the Borrowers Eligible Accounts as of such date plus (y) the total
face amount of the Borrowers Eligible Unbilled Accounts as of such date; and  (c)           the sum of:  (i)            sixty-five percent (65%) of the Borrowers Eligible
Rental Equipment valued on a net book value basis consistent with the Borrowers
consolidated month-end balance sheet;  (ii)           fifty percent (50%) of the Borrowers Eligible Wholesale
Disposables valued on a net book value basis consistent with the Borrowers
consolidated month-end balance sheet; and  (iii)          twenty percent (20%) of the Borrowers Eligible Equipment
Disposables valued on a net book value basis consistent with the Borrowers
consolidated month-end balance sheet;  6


(x)
in each case, less any Reserves established by the Administrative Agent at such
time in accordance with the provisions of Section 2.15 and/or Section
2.16 and (y) in the case of clauses (c)(ii) and (c)(iii), less any Lease
Payment Reserves established by the Administrative Agent at such timein accordance with the provisions of Section
2.16.  Borrowing Base Adjustment Limit means $25,000,000.  Borrowing Base Certificate means a certificate to be
executed and delivered from time to time by each Borrower in the form attached
to the Agreement as Exhibit K.  Business Day means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the Laws of,
or are in fact closed in (a) when used in relation to any Borrower, the state
where the Administrative Agents Office and the L/C Issuers Office are located
and (b) if such day relates to any interest rate settings as to a Eurodollar
Rate Loan, any fundings, disbursements, settlements and payments in respect of
any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant
to this Agreement in respect of any such Eurodollar Rate Loan, means any such
day on which dealings in deposits in Dollars are conducted by and between banks
in the London interbank eurodollar market.  Capital Expenditures means, for any Person
for any period, the sum of, without duplication, (a) all expenditures made,
directly or indirectly, by such Person or any of its Subsidiaries during such
period for equipment, fixed assets, real property or improvements, or for
replacements or substitutions therefor or additions thereto, that have been or
should be, in accordance with GAAP, reflected as additions to property, plant
or equipment on a consolidated balance sheet of such Person or have a useful
life of more than one year plus (b) the aggregate principal amount of all
Indebtedness (including Obligations under Capitalized Leases) assumed or
incurred in connection with any such expenditures.  Capitalized Leases means all leases that have been or
should be, in accordance with GAAP, recorded as capitalized leases on a balance
sheet of the lessee.  Cash Collateral has the meaning specified in Section
2.03(g).  Cash Collateral Account means a deposit account at a
commercial bank selected by the Administrative Agent in the name of the
Administrative Agent and under the sole dominion and control of the
Administrative Agent, and otherwise established in a manner reasonably
satisfactory to the Administrative Agent.  Cash Collateralize has the meaning specified in Section
2.03(g).  Cash Equivalents means any of the following types of
Investments, to the extent owned by any Borrower or any of its Restricted
Subsidiaries free and clear of all Liens (other than Liens permitted pursuant
to any Loan Document):  (a)           readily marketable obligations issued
or directly and fully guaranteed or insured by the United States, any state,
commonwealth or territory of the United States or any agency or instrumentality
thereof, having (i) one of the three highest ratings from either Moodys or
S&P and (ii) maturities of not more than one year from the date of
acquisition thereof; provided that
the full faith and credit of the United States is pledged in support thereof;  (b)           time deposits with, or insured
certificates of deposit or bankers acceptances of, any commercial bank that
(i) is a Lender or (ii)(A) is organized under the laws of the United  7


States, any state thereof or
the District of Columbia or is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state
thereof, the District of Columbia or the Commonwealth of Puerto Rico and is a
member of the Federal Reserve System and (B) has combined capital and surplus
of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii)
being an Approved Domestic Bank), in each case
with maturities of not more than one year from the date of acquisition thereof;  (c)           commercial paper and variable or
fixed rate notes issued by an Approved Domestic Bank (or by the parent company
thereof) or any variable rate note issued by, or guaranteed by a domestic
corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
(or the equivalent thereof) or better by Moodys, in each case with maturities
of not more than one year from the date of acquisition thereof;  (d)           repurchase agreements entered into by
any Person with a bank or trust company or recognized securities dealer
(including any of the Lenders), in each case, having capital and surplus in
excess of $250,000,000 for direct obligations issued by or fully guaranteed or
insured by the government or any agency or instrumentality of the United States;  (e)           Investments, classified in accordance
with GAAP as current assets of any Borrower or any of its Restricted
Subsidiaries, in money market investment programs registered under the
Investment Company Act of 1940, which are administered by financial institutions
having capital of at least $250,000,000, and the portfolios of which are
limited such that 95% of such investments are of the character, quality and
maturity described in clauses (a), (b), (c), and (d)
of this definition;  (f)            solely with respect to any Foreign
Subsidiary, non-Dollar-denominated (i) certificates of deposit of, bankers
acceptances of, or time deposits with, any commercial bank which is organized
and existing under the laws of the country in which such Person maintains its
chief executive office and principal place of business provided such country is
a member of the Organization for Economic Cooperation and Development, and
whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moodys is at least P 1 or the equivalent thereof
(any such bank being an Approved Foreign Bank) and maturing within one year
of the date of acquisition and (ii) equivalents of demand deposit accounts
which are maintained with an Approved Foreign Bank; and  (g)           readily marketable obligations issued
or directly and fully guaranteed or insured by the government or any agency or
instrumentality of any member nation of the European Union whose legal tender
is the Euro and which are denominated in Euros or any other foreign currency
comparable in credit quality and tenor to those referred to above and
customarily used by corporations for cash management purposes in any
jurisdiction outside the United States to the extent reasonably required in
connection with any business conducted by any Restricted Subsidiary organized
in such jurisdiction, having (i) one of the three highest ratings from either
Moodys or S&P and (ii) maturities of not more than one year from the date
of acquisition thereof; provided that the full faith and credit of any such
member nation of the European Union is pledged in support thereof.  Cash Management Obligations means obligations owed by any
Loan Party to any Lender or any Affiliate of a Lender in respect of any
overdraft and related liabilities arising from treasury, depository and cash
management services or any automated clearing house transfers of funds or in
respect of any credit card or similar services, which Lender or Affiliate of a
Lender has been designated by a Borrower as incurring Cash Management
Obligations.  8


Cash on Hand means, on any date of determination, the sum
of the amount of cash and Cash Equivalents of the Borrower Parties, as set
forth on the balance sheet of UHS and its consolidated Subsidiaries (it being
understood that such amount shall exclude in any event any cash or Cash
Equivalents identified on such balance sheet as restricted (other than cash
or Cash Equivalents restricted in favor of the Secured Parties)).  Casualty Event means any event that gives rise to the
receipt by any Borrower Party of any insurance proceeds or condemnation awards
in respect of any equipment, fixed assets or real property (including any
improvements thereon) to replace or repair such equipment, fixed assets or real
property.  CERCLA means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980.  CERCLIS means the Comprehensive Environmental Response,
Compensation, and Liability Information System maintained by the US
Environmental Protection Agency.  Change of Control means the earliest to occur of (a) the
Permitted Holders ceasing to have the power, directly or indirectly, to vote or
direct the voting of securities having a majority of the ordinary voting power
for the election of directors of UHS; provided that
the occurrence of the foregoing event shall not be deemed a Change of Control
if,  (i)    any time prior to the consummation of a
Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders
otherwise have the right, directly or indirectly, to designate (and do so
designate) a majority of the board of directors of UHS or (B) the Permitted
Holders own, directly or indirectly, of record and beneficially an amount of
common stock or other common Equity Interests having ordinary voting power of
UHS equal to more than fifty percent (50%) of the amount of common stock or
other common Equity Interests having ordinary voting power of UHS owned,
directly or indirectly, by the Permitted Holders of record and beneficially as
of the Closing Date and such ownership by the Permitted Holders represents the
largest single block of voting securities having ordinary voting power of UHS
held by any Person or related group for purposes of Section 13(d)
of the Securities and Exchange Act of 1934, or  (ii)   at any time after the consummation of a
Qualifying IPO, and for any reason whatsoever, (A) no person or group (as
such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person
and its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan, and
excluding the Permitted Holders), shall become the beneficial owner (as
defined in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act of
1934), directly or indirectly, of more than the greater of (x) thirty-five
percent (35%) of the outstanding voting securities having ordinary voting power
of the Qualifying IPO Issuer and (y) the percentage of the then outstanding
voting securities having ordinary voting power of the Qualifying IPO Issuer
owned, directly or indirectly, beneficially by the Permitted Holders, and (B)
during any period of twelve (12) consecutive months, the board of directors of
the Qualifying IPO Issuer shall consist of a majority of the Continuing
Directors; or  (b)           Any Change of Control (or any
comparable term) in any document pertaining to the Senior Notes, the Senior
PIK/Toggle Notes or any other financing with an aggregate outstanding principal
amount in excess of the Threshold Amount; or  9


(c)           at any time prior to a Qualifying IPO
of UHS, UHS ceasing to be a directly or indirectly wholly owned Subsidiary of
Parent.  Chattel Paper means any chattel paper, as such term is
defined in the Uniform Commercial Code, including electronic chattel paper, now
owned or hereafter acquired by any Loan Party.  Class (a) when used with respect to Lenders, refers to
whether such Lenders are Lenders or Additional Lenders, (b) when used with
respect to Revolving Credit Commitments, refers to whether such Revolving
Credit Commitments are Revolving Credit Commitments or Additional Revolving Credit
Commitments and (c) when used with respect to Loans or a Borrowing, refers to
whether such Loans, or the Loans comprising such Borrowing, are Revolving
Credit Loans or Additional Revolving Credit Loans.  Closing Date means the first date all the conditions
precedent in Section 4.01 are satisfied or waived in accordance with Section
4.01.  Closing Date Representations and Warranties means, solely
with respect to the Borrowers and their Subsidiaries, (a) those representations
and warranties set forth in the final Merger Agreement dated as of April 15,
2007 made by the Seller in respect of UHS and its Subsidiaries that (i) are
material to the interests of the Lenders and (ii) a breach of any of which
would permit Merger Sub to terminate its obligations thereunder and (b) those
representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.04,
5.15 and 5.16, in each case to the extent the same relate to the entering
into and performance of the Loan Documents, and Section 5.12.  Code means the US Internal Revenue Code of 1986, as
amended.  Collateral means all of the Collateral referred to in the
Collateral Documents and all of the other property and assets that are or are
required under the terms hereof or of the Collateral Documents to be subject to
Liens in favor of the Collateral Agent for the benefit of the Secured Parties.  Collateral Agent means ML Capital, in its capacity as
collateral agent under any of the Loan Documents, or any successor
administrative agent.  Collateral Documents means, collectively, the Security
Agreement, each Intellectual Property Security Agreement, the Mortgages, and
each of the other agreements, instruments or documents that creates or purports
to create a Lien in favor of the Collateral Agent for the benefit of the
Secured Parties as security for the Secured Obligations, including collateral
assignments, Security Agreement Supplements, security agreements, pledge
agreements or other similar agreements delivered to the Administrative Agent
and the Lenders pursuant to Section 6.12.  Committed Loan Notice means a notice of (a) a Revolving
Credit Borrowing, (b) a conversion of Loans from one Type to the other (other
than a conversion of a Eurodollar Rate Loan to a Base Rate Loan), or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.  Compensation Period has the meaning specified in Section
2.12(c)(ii).  Compliance Certificate means a certificate substantially in
the form of Exhibit D.  Confidential Memorandum means the Confidential Memorandum
dated May 2007 with respect to the syndication of the Facilities.  10


Consolidated Cash Taxes means, as of any date for the
applicable period ending on such date with respect to the Borrower Parties on a
consolidated basis, the aggregate of all income, franchise and similar taxes,
as determined in accordance with GAAP, to the extent the same are paid or
payable in cash with respect to such period.  Consolidated EBITDA means, for any period, with respect to
any Person and its Subsidiaries on a consolidated basis, the sum of (a)
Consolidated Net Income, plus (b) an
amount which, in the determination of Consolidated Net Income for such period,
has been deducted for, without duplication,  (i)                    total interest expense, and
to the extent not reflected in such total interest expense, any costs of
hedging obligations or other derivative instruments entered into for the
purpose of hedging interest rate risk,  (ii)                   income, withholding,
franchise and similar taxes and any tax distributions made pursuant to Section
7.06(d)(ii) and foreign withholding taxes paid or accrued during such
period,  (iii)                  total depreciation and
amortization expense (including non-cash amortization of debt discount or
deferred financing costs),  (iv)                 letter of credit fees,  (v)                  cash fees, costs and expenses
incurred in connection with the Transactions or, to the extent permitted
hereunder, any Investment permitted under Section 7.02, Disposition
permitted under Section 7.05, Equity Issuance, Debt Issuance or any
amendment or waiver of any Debt Issuance (in each case, whether or not
consummated),  (vi)                 to the extent actually
reimbursed or reimbursable, expenses incurred to the extent covered by
indemnification provisions in any agreement in connection with the Transactions
or a Permitted Acquisition,  (vii)                to the extent covered by
insurance under which the insurer has been properly notified and has not denied
or contested coverage, expenses with respect to liability or casualty events or
business interruption,  (viii)               management fees paid under Section
7.08(d) or any other monitoring, consulting or advisory fees and related
expenses paid to Sponsor to the extent permitted under this Agreement,  (ix)                  expenses during such period in
respect of salary and out-of-pocket expense reimbursements paid to David
Dovenberg, so long as he remains an employee of any Loan Party, in the
aggregate amount not to exceed $200,000 in any fiscal year,  (x)                   to the extent deducted in
calculating Consolidated Net Income for such period, any non-cash purchase
accounting adjustment and any step-ups with respect to re-valuing assets and
liabilities in connection with the Transactions or any Investment permitted
under Section 7.02,  (xi)                  non-cash losses from Joint
Ventures and non-cash minority interest reductions,  11


(xii)                 fees and expenses in connection
with exchanges or refinancings permitted by Section 7.14,  (xiii)                with respect to the calculation
of the financial covenant set forth in Section 7.11 for any applicable
period, the Net Cash Proceeds from any issuance of Equity Interests (other than
Disqualified Equity Interests) by UHS to the Equity Investors in an amount not
greater than the amount necessary to ensure that the Borrower Parties are in
compliance with the financial covenant set forth in Section 7.11 for
such period, solely to the extent that the Net Cash Proceeds therefrom (A) are
actually received by UHS (including through capital contribution of such Net
Cash Proceeds by Parent to UHS) no later than ten (10) Business Days after the
date of delivery of the applicable Compliance Certificate and (B) are Not
Otherwise Applied; provided that
any infusion of equity pursuant to a Notice of Intent to Make an Equity
Infusion shall not be made more than twice in any four fiscal quarter period;
it being understood that this clause (xiii) may not be relied on for
purposes of calculating any financial ratios other than as applicable to Section
7.11 (including for purposes of the definition of Pro Forma Basis),  (xiv)                any other non-cash charges or expenses to the extent
such non-cash charges or expenses do not result in a cash payment in a future
period,  (xv)                 one-time cash charges relating
to the transition costs associated with becoming a public company;  minus  (c)           an amount which, in the determination
of Consolidated Net Income for such period, has been included for non-cash
income during such period (other than with respect to cash actually received), minus  (d)           all cash payments made during such
period on account of non-cash charges added to Consolidated Net Income pursuant
to clause (b)(xii) above in such period or in a previous period (other than
to the extent the amount thereof is within the basket provided for in clause
(b)(xii)(C)),  provided that notwithstanding any other provision to
the contrary contained in this Agreement, for purposes of any calculation made
under the financial covenant set forth in Section 7.11 (including for
purposes of the definition of Pro Forma Basis, but excluding for purposes of
the definition of Applicable Rate), to the extent the receipt of any Net Cash
Proceeds of any issuance of Equity Interests are an effective addition to
Consolidated EBITDA as contemplated by, and in accordance with, the provisions
of clause (b)(xiii) above and, as a result thereof, any Event of Default
of the financial covenant set forth in Section 7.11 shall have been
cured for any applicable period, such cure shall be deemed to be effective as
of the last day of such applicable period; provided further
that (a) Consolidated EBITDA of Parent and its Subsidiaries for the fiscal
quarters ended (i) June 30, 2006 shall equal $20,040,000, (ii) September 30,
2006 shall equal $19,422,000, (iii) December 31, 2006 shall equal $19,983,000,
and (iv) March 31, 2007 shall equal $25,204,000, and (b) for any four fiscal
quarter period ending on or prior to June 30, 2008, EBITDA attributable to
Stryker Corporation of $3,000,000 and EBITDA attributable to Intellamed, Inc.
of $2,500,000 shall be included.  Consolidated Funded Indebtedness means, with respect to any
Person and its Subsidiaries on a consolidated basis, without duplication,  (a)           all obligations of such Person for
borrowed money,  12


(b)           all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments,  (c)           all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than accrued expenses and trade debt incurred in the
ordinary course of business) which would appear in the liabilities section of
the balance sheet of such Person,  (d)           all Consolidated Funded Indebtedness
of others secured by any Lien on property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed,  (e)           all Guarantees of such Person with
respect to Consolidated Funded Indebtedness of another Person.  (f)            the implied principal component of
all obligations of such Person under Capitalized Leases,  (g)           all drafts drawn (to the extent
unreimbursed) under standby letters of credit issued or bankers acceptances
facilities created for the account of such Person,  (h)           unless the holder thereof is a Loan
Party or, if the issuer thereof is a Subsidiary of any Borrower which is not a
Loan Party, any other Subsidiary of any Borrower, all Disqualified Equity
Interests convertible into Indebtedness and issued by such Person from and
after the date on which they are so converted, and  (i)            the Consolidated Funded Indebtedness
of any partnership or unincorporated joint venture in which such Person is a
general partner or a joint venturer to the extent such Consolidated Funded
Indebtedness is recourse to such Person.  Notwithstanding any other
provision of this Agreement to the contrary, (i) the term Consolidated Funded
Indebtedness shall not be deemed to include (A) any earn-out obligation until
such obligation appears in the liabilities section of the balance sheet of the
applicable Person, (B) any earn-out obligation that appears in the liabilities
section of the balance sheet of the applicable Person to the extent (1) such
Person is indemnified for the payment thereof by a solvent Person reasonably
acceptable to the Administrative Agent or (2) amounts to be applied to the
payment thereof are in escrow, (C) any deferred compensation arrangements or
employee equity plan related to which there is a liability on the balance sheet
or (D) any non-compete or consulting obligations incurred in connection with
Permitted Acquisitions and (ii) the amount of Consolidated Funded Indebtedness
for which recourse is limited either to a specified amount or to an identified
asset of such Person shall be deemed to be equal to such specified amount or
the fair market value of such identified asset as determined by such Person in
good faith, as the case may be.  Consolidated Interest Charges means, for any period, with
respect to any Person and its Subsidiaries on a consolidated basis, the amount
by which (a) the sum of interest expense for such period (including the
interest component under Capitalized Leases, but excluding, to the extent
included in interest expense, (i) fees and expenses associated with the
consummation of the Transactions, (ii) annual agency fees paid to the
Administrative Agent, (iii) costs associated with obtaining Swap Contracts, (x)
fees and expenses associated with any Investment permitted under Section
7.02, Equity Issuance or Debt Issuance or any amendment or waiver of any
Debt Issuance (whether or not consummated), (iv) pay-in-kind interest expense
or other noncash interest expense (including as a result of the effects of
purchase accounting) and (v) amortization or write-down of any deferred
financing fees) exceeds (b) interest  13


income for such period, in
each case as determined in accordance with GAAP, to the extent the same are
paid or payable (or received or receivable) in cash with respect to such
period.  Consolidated Net Income means, for any period, with respect
to any Person and its Subsidiaries on a consolidated basis, net income as
determined in accordance with GAAP; provided that
Consolidated Net Income for any such period shall exclude, without duplication,
(a) any net after-tax extraordinary, unusual or non-recurring gains, losses or
charges (including severance, relocation, transition and other restructuring
costs and litigation settlements or losses), (b) the cumulative effect of a
change in accounting principle(s) during such period, (c) any net after-tax
gains or losses realized upon the disposition of assets outside the ordinary
course of business (including any gain or loss realized upon the sale or other
disposition of any Equity Interests of any Person) or attributable to
discontinued operations, (d) (i) the income or loss of (1) for purposes of
calculating cumulative Consolidated Net Income only, any Subsidiary (other than
a Loan Party) to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of that income is not at the time
permitted without any prior governmental approval (which has not been obtained)
or, directly or indirectly, by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, statute, rule or governmental
regulation applicable to such Subsidiary or its stockholders (which has not
been legally waived) and (2) any Joint Venture and any Unrestricted Subsidiary,
except in each case to the extent of the amount of dividends or other
distributions actually paid in cash to such Person or one of its Subsidiaries
by such Subsidiary, Joint Venture or Unrestricted Subsidiary during such period
and (ii) the income or loss of any Person accrued prior to the date it becomes
a Subsidiary of such Person or is merged into or consolidated with such Person
or any Subsidiary of such Person or the date that such other Persons assets
are acquired by such Person or any Subsidiary of such Person, (e) non-cash
compensation charges, including any such charges arising from stock options,
restricted stock grants or other equity-incentive programs, (f) any net
after-tax income or loss (less all fees and expenses or charges relating
thereto) attributable to the early extinguishment of Indebtedness or hedging
obligations, including under Swap Contracts, (g) the effect of any non-cash
items resulting from any amortization, write-up, write-down or write-off or
impairment of assets (including intangible assets, goodwill and deferred
financing costs or liabilities) in connection with the Transactions, any
Permitted Acquisition or any merger, consolidation or similar transaction not
prohibited by this Agreement and non-cash impairment charges incurred
subsequent to the Closing Date resulting from the application of SFAS Nos.
142-144 (other than any such non-cash item to the extent that it represents an
accrual of or reserve for cash expenditures in any future period except to the
extent such item is subsequently reversed), (h) any reductions in respect of
dividends on, or accretion of, preferred Equity Interests; and provided further that Consolidated Net Income for any such
period shall be decreased by the amount of any equity of any Borrower in a net
loss of any Joint Venture for such period to the extent such Borrower has
funded such net loss, and (i) unrealized gains and losses in respect of Swap
Contracts and other embedded derivatives or similar contracts that require the
same accounting treatment as Swap Contracts.  Continuing Directors means the directors of Parent and UHS,
respectively, on the Closing Date, after giving effect to the Acquisition and
the other transactions contemplated hereby, and each other director, if, in
each case, such other directors or managers nomination for election to the
board of directors of Parent or UHS (or the Qualifying IPO Issuer after a
Qualifying IPO) is recommended by a majority of the then Continuing Directors
or such other director receives the indirect vote of the Permitted Holders in
his or her election by the stockholders of Parent or UHS (or the Qualifying IPO
Issuer after a Qualifying IPO).  Contracts means all contracts, as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party,
in any event, including all contracts, undertakings, or agreements (other than
rights evidenced by Chattel Paper, Documents or Instruments) in or under  14


which any Loan Party may now
or hereafter have any right, title or interest, including any agreement
relating to the terms of payment or the terms of performance of any Account.  Contractual Obligation means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.  Control has the meaning specified in the definition of Affiliate.  Copyright License means rights under any
agreement to which any Loan Party is or becomes a party granting any right to
use any copyright.  Copyrights means all of the following now owned or
hereafter adopted or acquired by any Loan Party: (a) all copyrights and General
Intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any similar office or agency of the United
States, any state or territory thereof, or any other country or any political
subdivision thereof, and (b) all reissues, extensions or renewals thereof.  Credit Extension means each of the following:  (a) a Borrowing and (b) an L/C Credit
Extension.  Debt Issuance means the issuance by any Person and its
Subsidiaries of any Indebtedness for borrowed money.  Debtor Relief Laws means the Bankruptcy Code of the United
States, and all other liquidation, conservatorship, bankruptcy, general
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.  Default means any event or condition that constitutes an
Event of Default or that, with the giving of any notice, the lapse of grace
period, or both, would be an Event of Default.  Default Rate means an interest rate equal to (a) the Base
Rate plus (b) the Applicable Rate applicable
to Base Rate Loans plus (c) 2.0%
per annum; provided that with respect to a
Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan
plus 2.0% per annum, in each case, to
the fullest extent permitted by applicable Laws, and if there is no applicable
interest rate, then at the rate applicable to the Revolving Credit Loans
bearing interest at the Base Rate plus the
Applicable Rate applicable to Base Rate Loans plus
2.0% per annum.  Defaulting Lender means any Lender that (a) has failed to
fund any portion of the Revolving Credit Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one (1) Business Day of the date required to be funded by it
hereunder, unless the subject of a good faith dispute, (b) has otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one (1) Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.  Deposit Accounts means all deposit accounts as such term
is defined in the Uniform Commercial Code, now or hereafter held in the name of
any Loan Party.  15


Disclosed Litigation has the meaning specified in Section
5.06.  Disposition or Dispose means
the sale, transfer, license, lease or other disposition of any property by any
Person (including any sale and leaseback transaction and any sale of Equity
Interests, but excluding any issuance by such Person of its own Equity
Interests), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.  Disqualified Equity Interests means any Equity Interest
which, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the
happening of any event or condition (a) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the
option of the holder thereof, in whole or in part, (c) provides for the
scheduled payments of dividends in cash, or (d) is or becomes convertible into
or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case of clauses (a) through
(d) above, prior to the date that is one hundred eighty-one (181) days after
the Maturity Date of the Revolving Credit Facility (except, in each case, as a
result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Loans and all other
Obligations that are accrued and payable and the termination of the Revolving
Credit Commitments).  Documentation Agent means Bank of America, N.A., as
documentation agent under this Agreement.  Documents means all documents, as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party,
wherever located.  Dollar and $ mean lawful
money of the United States.  Domestic Subsidiary means any Subsidiary
that is organized under the laws of the United States, any state thereof or the
District of Columbia.  Eligible Accounts has the meaning ascribed to it in Section
2.15.  Eligible Assignee means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a natural
person or a Disqualified Institution, as designated by the Sponsor to the
Administrative Agent in the electronic communication from Sponsor to the
Administrative Agent dated May 25, 2007) approved by the Administrative Agent,
the L/C Issuer and the Swing Line Lender, and (iii) unless an Event of Default
has occurred and is continuing under Section 8.01(a), Section 8.01(f)
or Section 8.01(g)(i), the Borrowers (each such approval not to be
unreasonably withheld or delayed).  Eligible Equipment Disposables means, as of any date of
determination, all Equipment Disposables of Borrowers which conform to the
requirements of Section 2.16 of the Agreement.  Eligible Equity Proceeds means (a) the Net Cash Proceeds
received by Parent from any sale or issuance of any Equity Interests (other
than Disqualified Equity Interests) of Parent to the extent such Net Cash
Proceeds are directly or indirectly contributed as a common capital
contribution to, and actually received by, UHS (or, if only a portion thereof
is so contributed and received, to the extent of such portion) and (b) after a
Qualifying IPO of UHS, the Net Cash Proceeds received by UHS from any sale or
issuance of any Equity Interests (other than Disqualified Equity Interests) of
UHS.  16


Eligible Rental Equipment means, as of any date of
determination, the amount of all Rental Equipment of the Borrowers which (a) is
held by Borrower (other than for sale) or is rented to third Persons in the
ordinary course of business by Borrower or which is the subject of an equipment
rental program or similar equipment outsourcing program, and (b) conforms to
the requirements of Section 2.16 of the Agreement.  Eligible Unbilled Accounts has the meaning specified in Section
2.15.  Eligible Wholesale Disposables means, as of any date of
determination, all Wholesale Disposables of the Borrowers which conform to the
requirements of Section 2.16 of the Agreement.  Environmental Laws means any and all applicable Federal,
state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, legally-binding agreements or governmental
restrictions relating to pollution, the protection of the environment or the
management, disposal or release of any hazardous materials, substances or
wastes into the environment, including those related to air emissions and
discharges to waste or public systems.  Environmental Liability means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrowers, any other Loan
Party or any of their respective Subsidiaries arising from, resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.  Environmental Permit means any permit, approval,
identification number, license or other authorization required under any
Environmental Law.  Equipment means all equipment, as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party,
wherever located and, in any event, including all such Loan Partys machinery
and equipment, including processing equipment, conveyors, machine tools, data
processing and computer equipment, including embedded Software and peripheral
equipment and all engineering, processing and manufacturing equipment, office
machinery, furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and Fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor,
all substitutes for any of the foregoing, fuel therefor, and all manuals,
drawings, instructions, warranties and rights with respect thereto, and all
products and proceeds thereof and condemnation awards and insurance proceeds
with respect thereto.  Equipment Disposables means repair or replacement parts
purchased by the Borrowers or any of its Subsidiaries for repair of its Rental
Equipment or for sale to customers of the Borrowers or any of its Subsidiaries.  Equity Contribution Agreement means the definitive
agreement pursuant to which the Sponsor commits to make the Equity
Contribution.  Equity Contributions means, collectively, the contribution
by the Equity Investors indirectly to UHS (through Parent) of an aggregate
amount of cash equal to not less than (taken together with the Rollover Equity
(on a fully diluted basis)) 25% of the total consolidated capitalization of UHS
on the  17


Closing Date after giving
pro forma effect to the consummation of the Transactions in order to consummate
the Acquisition.  Equity Interests means, with respect to any Person, all of
the shares, interests, rights, participations or other equivalents (however designated)
of capital stock of (or other ownership or profit interests or units in) such
Person and all of the warrants, options or other rights for the purchase,
acquisition or exchange from such Person of any of the foregoing (including
through convertible securities).  Equity Investors means the Sponsor and the Management
Shareholders.  Equity Issuance means any issuance for cash by any Person
and its Subsidiaries to any other Person of (a) its Equity Interests, (b) any
of its Equity Interests pursuant to the exercise of options or warrants, (c)
any of its Equity Interests pursuant to the conversion of any debt securities
to equity or (d) any options or warrants relating to its Equity Interests. A
Disposition shall not be deemed to be an Equity Issuance.  ERISA means the Employee Retirement Income Security Act of
1974.  ERISA Affiliate means any trade or business (whether or not
incorporated) under common control with the any Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).  ERISA Event means (a) a Reportable Event with respect to a
Pension Plan; (b)  a withdrawal by any
Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is, or is
expected to be, in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Pension Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any material liability under Title
IV of ERISA, other than for PBGC premiums not yet due or premiums due but not
yet delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA
Affiliate.  Eurodollar Rate means, for any Interest Period with respect
to any Eurodollar Rate Loan:  (a)           the rate per annum equal to the rate
determined by the Administrative Agent to be the offered rate by reference to a
page or other service that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, or  (b)           if the rate referenced in the
preceding clause (a) is not available, the rate per annum determined by
the Administrative Agent as the rate of interest at which deposits in Dollars
for delivery on the first day of such Interest Period in immediately available
funds in the approximate amount of the Eurodollar Rate Loan being made,
continued or converted by the Administrative Agent and with a term equivalent
to such Interest Period would be offered by the Administrative Agents London
Branch to major banks in the London interbank eurodollar  18


market at their request at
approximately 4:00 p.m. (London time) two (2) Business Days prior to the first
day of such Interest Period.  Eurodollar Rate Loan means a Loan that bears interest at a
rate based on the Eurodollar Rate.  Event of Default has the meaning specified in Section
8.01.  Existing Indebtedness means Indebtedness existing on the
Closing Date, as set forth in Schedule 7.03(b)(viii).  Facility means the Revolving Credit Facility, the Swing
Line Sublimit or the Letter of Credit Sublimit, as the context may require.  Federal Funds Rate means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the immediately  preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to the Administrative Agent on such day on such
transactions as determined by the Administrative Agent.  Fee Letter means that certain Fee Letter dated as of April
23, 2007 among the Arrangers, the Administrative Agent and Parent.  Fixtures means all fixtures as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party.  Foreign Subsidiary means any direct or
indirect Subsidiary of any Borrower which is not a Domestic Subsidiary.  FRB means the Board of Governors of the Federal Reserve
System of the United States.  Fund means any Person (other than a natural person) that is
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course.  GAAP means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently applied.  General Intangibles means all general intangibles, as
such term is defined in the Uniform Commercial Code, now owned or hereafter
acquired by any Loan Party, including all right, title and interest that such
Loan Party may now or hereafter have in or under any Contract, all payment
intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, rights
in Intellectual Property, interests in partnerships, joint ventures and other
business associations, licenses, permits, trade secrets, proprietary or
confidential information, inventions (whether or not patented or patentable),
technical information, procedures, designs, knowledge, know-how, Software, data
bases, data, skill, expertise, experience,  19


processes, models, drawings,
materials and records, goodwill, all rights and claims in or under insurance
policies (including insurance for fire, damage, loss and casualty, whether
covering personal property, real property, tangible rights or intangible
rights, all liability, life, key man and business interruption insurance, and
all unearned premiums), uncertificated securities, choses in action, deposit,
checking and other bank accounts, rights to receive tax refunds and other
payments, rights to receive dividends, distributions, cash, Instruments and
other property in respect of or in exchange for pledged Stock and Investment
Property, rights of indemnification, all books and records, correspondence,
credit files, invoices and other papers, including without limitation all
tapes, cards, computer runs and other papers and documents in the possession or
under the control of such Loan Party or any computer bureau or service company
from time to time acting for such Loan Party.  Goods means all goods as defined in the Uniform
Commercial Code, now owned or hereafter acquired by any Loan Party, wherever
located, including embedded Software to the extent included in goods as
defined in the Uniform Commercial Code, manufactured homes, standing timber
that is cut and removed for sale and unborn young of animals.  Governmental Authority means any nation or government, any
state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.  Granting Lender has the meaning specified in Section
10.07(g).  Guarantee means, as to any Person, without duplication, (a)
any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation
payable or performable by another Person (the primary
obligor) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien); provided,
however,if such obligation has not been assumed, the amount of such
Guarantee shall be the lesser of the primary obligations so secured or the
value of the assets to which a Lien has attached; and provided
further that the term Guarantee shall not include endorsements for
collection or deposit, in either case in the ordinary course of business, or
customary and reasonable indemnity obligations, including, but not limited to,
those in effect on the Closing Date or entered into in connection with any
acquisition or disposition of assets permitted under this Agreement (other than
such obligations with respect to Indebtedness). The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith. The term Guarantee as a verb has a corresponding
meaning.  20


Guarantors means, collectively, (a) Parent and (b) each
Restricted Subsidiary that is a Subsidiary of the Borrowers that shall be
required to become a Guarantor pursuant to Section 6.12.  Guaranty means the Guaranty made by the Guarantors in favor
of the Secured Parties, substantially in the form of Exhibit F, together
with each other guaranty and guaranty supplement of any Subsidiary in respect
of the Obligations of the Borrowers delivered pursuant to Section 6.12.  Hazardous Materials means all substances, materials or wastes
classified or regulated pursuant to any Environmental Law as hazardous, toxic
explosive or radioactive or as pollutants, including petroleum or petroleum
distillates, mold, asbestos or asbestos-containing materials and
polychlorinated biphenyls.  Hedge Bank means any Person that is a Lender or an
Affiliate of a Lender, in its capacity as a party to a Secured Hedge Agreement.  Historical Financial Statements means the audited
consolidated balance sheets of UHS as of each of December 31, 2006, December
31, 2005 and December 31, 2004, and the related audited consolidated statements
of income, retained earnings and cash flow for UHS for the fiscal years ended
December 31, 2006, December 31, 2005 and December 31, 2004.  Honor Date has the meaning specified in Section
2.03(c)(i).  Indebtedness means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:  (a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;  (b)           the maximum amount (after giving
effect to any prior drawings or reductions which may have been reimbursed) of
all outstanding letters of credit (including standby and commercial), bankers
acceptances, bank guaranties, surety bonds, performance bonds and similar
instruments issued or created by or for the account of such Person;  (c)           net obligations of such Person under
any Swap Contract;  (d)           all obligations of such Person to pay
the deferred purchase price of property or services (other than (i) trade
accounts payable or accrued expenses in the ordinary course of business and
(ii) any earn-out obligation until such obligation appears in the liabilities
section of the balance sheet of such Person);  (e)           indebtedness (excluding prepaid
interest thereon) secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other
title retention agreements and mortgage, industrial revenue bond, industrial
development bond and similar financings), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;  (f)            all Attributable Indebtedness;  (g)           all obligations of such Person in
respect of Disqualified Equity Interests;  (h)           all Synthetic Indebtedness of such
Person; and  21


(i)            all Guarantees of such Person in
respect of any of the foregoing.  For
all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of Indebtedness of any Person for purposes
of clause (e) shall be deemed to be equal to the lesser of (x) the
aggregate unpaid amount of such Indebtedness and (y) the fair market value of
the property encumbered thereby as determined by such Person in good faith.  Indemnified Liabilities has the meaning set forth in Section
10.05.  Indemnitees has the meaning set forth in Section 10.05.  Information has the meaning specified in Section 10.08.  Initial L/C Issuer means the bank or other financial institution
listed on the signature pages hereof as the Initial L/C Issuer.  Initial Lenders means, at any date, collectively, the
Lenders party to this Agreement on the Closing Date, each in its capacity as,
and so long as it is, a Lender hereunder.  Initial Swing Line Lender means the bank or other financial
institution listed on the signature pages hereof as the Initial Swing Line
Lender.  Instruments means all instruments, as such term is
defined in the Uniform Commercial Code, now owned or hereafter acquired by any
Loan Party, wherever located, and, in any event, including all certificated
securities, all certificates of deposit, and all promissory notes and other
evidences of indebtedness, other than instruments that constitute, or are a
part of a group of writings that constitute, Chattel Paper.  Intellectual Property means any and all Patents, Copyrights
and Trademarks.  Intellectual Property Security Agreement means,
collectively, the Copyright Security Agreement, the Trademark Security Agreement
and the Patent Security Agreement (each as defined in the Security Agreement),
referred to in and substantially in the forms attached to the Security
Agreement together with each other intellectual property security agreement
executed and delivered pursuant to Section 6.12 or the Security
Agreement.  Intercreditor Agreement means the intercreditor agreement,
in substantially the form of Exhibit J hereto, dated as of May 31, 2007
among the Administrative Agent, the Collateral Agent and the Second Lien
Collateral Agent and acknowledged and agreed to by the Borrowers, Parent and
each other Loan Party.  Interest Coverage Ratio means, with respect to the Borrower
Parties on a consolidated basis, as of the end of any fiscal quarter of UHS for
the four (4) fiscal quarter period ending on such date with respect to the
Borrower Parties on a consolidated basis, the ratio of (a) Consolidated EBITDA
of the Borrower Parties for such period to (b) Consolidated Interest Charges of
the Borrower Parties for such period; provided that
for the purpose of calculating the Interest Coverage Ratio on any day prior to
the expiration of five full fiscal quarters since the Closing Date,
Consolidated Interest Charges shall be  22


determined for the period
commencing on the Closing Date and ending on the last day of the most recently
ended fiscal quarter, annualized on a simple arithmetic basis.  Interest Payment Date means, (a) as to any Loan other than
a Base Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurodollar Rate
Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last
Business Day of each March, June, September and December and the Maturity Date
of the Facility under which such Loan was made.  Interest Period means, as to each Eurodollar Rate Loan, the
period commencing on the date such Eurodollar Rate Loan is disbursed or
converted to or continued as a Eurodollar Rate Loan and ending on the date one,
two, three or six months thereafter, or if available to all relevant Lenders,
nine or twelve months thereafter, as selected by the relevant Borrower in its
Committed Loan Notice; provided that:  (a)           any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the immediately
preceding Business Day;  (b)           any Interest Period that begins on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and  (c)           no Interest Period shall extend
beyond the Maturity Date of the Facility under which such Loan was made.  Inventory means all inventory, as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by any Loan Party,
wherever located, and in any event including inventory, merchandise, goods and
other personal property that are held by or on behalf of any Loan Party for
sale or lease or are furnished or are to be furnished under a contract of
service, or that constitute raw materials, work in process, finished goods,
returned goods, or materials or supplies of any kind, nature or description
used or consumed or to be used or consumed in such Loan Partys business or in
the processing, production, packaging, promotion, delivery or shipping of the
same, including all supplies and embedded Software.  Investment means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another
Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or
joint venture interest in such other Person and any arrangement pursuant to
which the investor incurs debt of the type referred to in clause (i) of
the definition of Indebtedness set forth in this Section 1.01 in
respect of such Person or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of all or substantially all of the
property and assets or business of another Person or assets constituting a
business unit, line of business or division of such Person. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such  23


Investment, less any amount
paid, repaid, returned, distributed or otherwise received in cash in respect of
such Investment.  Investment Property means all investment property as such
term is defined in the Uniform Commercial Code now owned or hereafter acquired
by any Loan Party, wherever located, including (a) all securities, whether
certificated or uncertificated, including stocks, bonds, interests in limited
liability companies, partnership interests, treasuries, certificates of
deposit, and mutual fund shares; (b) all securities entitlements of any Loan
Party, including the rights of any Loan Party to any securities account and the
financial assets held by a securities intermediary in such securities account
and any free credit balance or other money owing by any securities intermediary
with respect to that account; (c) all securities accounts of any Loan Party;
(d) all commodity contracts of any Loan Party; and (e) all commodity accounts
held by any Loan Party.  IP Rights has the meaning set forth in Section 5.14.  IRS means the United States Internal Revenue Service.  Joint Venture means (a) any Person which would constitute
an equity method investee of UHS or any of its Restricted Subsidiaries and
(b) any Person in whom UHS or any of its Restricted Subsidiaries beneficially
owns any Equity Interest that is not a Subsidiary.  Junior Financing Documentation means any documentation
governing any Permitted Subordinated Indebtedness.  Jurisdictional Requirements has the meaning specified in Section
7.04(a).  Laws means, collectively, all applicable international,
foreign, Federal, state, commonwealth and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation thereof by any
Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.  L/C Advance means, with respect to each Lender, such Lenders
funding of its participation in any L/C Borrowing in accordance with its Pro
Rata Share.  L/C Borrowing means an extension of credit resulting from a
drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Revolving Credit Borrowing.  L/C Credit Extension means, with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the
renewal or increase of the amount thereof.  L/C Issuer means the Initial L/C Issuer in its capacity as
issuer of Letters of Credit hereunder and each other Lender reasonably
acceptable to both the Administrative Agent and the Borrowers that has entered
into a letter of credit issuer agreement in form and substance reasonably
satisfactory to the Administrative Agent, in each case, in its capacity as an
issuer of Letters of Credit hereunder, or any successor issuer of Letters of
Credit hereunder; provided that no Person shall at
any time become an L/C Issuer if after giving effect thereto there would at
such time be more than three (3) L/C Issuers. Each L/C Issuer may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such L/C Issuer, in which case the term L/C Issuer shall include
any such Affiliate with respect to Letters of  24


Credit issued by such
Affiliate. In the event that there is more than one L/C Issuer at any time,
references herein and in the other Loan Documents to the L/C Issuer shall be
deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit
or to all L/C Issuers, as the context requires.  L/C Issuers Office means the L/C Issuers address and, as
appropriate, account as set forth on Schedule 10.02, or such other
address or account as the L/C Issuer may from time to time notify in writing to
the Borrowers, the Lenders and the Administrative Agent.  L/C Obligations means, as at any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including, without duplication, all L/C
Borrowings.  Lease Payment Reserves means, a reserve against the
Borrowing Base in an amount determined by the Administrative Agent in its
reasonable discretion for rent payable by Borrowers with respect to each lease
of real property where Eligible Rental Equipment, Eligible Wholesale
Disposables and Eligible Equipment Disposables are located and with respect to
which the applicable Borrower has failed to obtain an access agreement, in form
and substance reasonably satisfactory to the Administrative Agent; provided that (a) such reserves shall be
limited to leases of real property where Eligible Rental Equipment, Eligible
Wholesale Disposables and Eligible Equipment Disposables are located in the
States of Iowa, Louisiana, Pennsylvania, Virginia and Washington and the
District of Columbia and any other jurisdiction that, after the Closing Date,
enacts legislation providing landlords with a Lien (i) that is senior in
priority to that of the Collateral Agent, and (ii) which Lien will not lose its
senior priority with respect to that of the Collateral Agent upon a one time
turnover of the Eligible Rental Equipment, Eligible Wholesale Disposables and
Eligible Equipment Disposables, (b) such reserves shall be limited to: (i)
twelve (12) months rent payable by Borrowers with respect to locations in Iowa
and Pennsylvania, (ii) six (6) months rent payable by Borrowers with respect to
locations in Louisiana and Virginia, (iii) three (3) months rent payable by
Borrowers with respect to locations in the District of Columbia, (iv) two (2)
months rent payable by Borrowers with respect to locations in the State of
Washington, and (v) the applicable number of months rent for which the landlord
has priority over the Lien of the Collateral Agent pursuant to legislation in
the applicable jurisdiction, and (c) the amount of any reserves imposed with
respect to any location shall not exceed the fair market value of the Eligible
Rental Equipment, Eligible Wholesale Disposables and Eligible Equipment
Disposables located at such location.  Lender has the meaning specified in the introductory
paragraph to this Agreement and, as the context requires, includes the L/C
Issuer and the Swing Line Lender.  Lending Office means, as to any Lender, the office or
offices of such Lender described as such in such Lenders Administrative
Questionnaire, or such other office or offices as a Lender may from time to
time notify the Borrowers and the Administrative Agent.  Letter of Credit means any letter of credit issued
hereunder. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit.  Letter of Credit Application means an application and
agreement for the issuance or amendment of a Letter of Credit substantially in
the form from time to time in use by the L/C Issuer.  Letter of Credit Expiration Date means the day that is the
scheduled Maturity Date then in effect for the Revolving Credit Facility.  Letter of Credit Sublimit means $10,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.  25


Leverage Ratio means, with respect to the Borrower Parties
on a consolidated basis, as of the end of any fiscal quarter of UHS for the
four (4) fiscal quarter period ending on such date, the ratio of (a)
Consolidated Funded Indebtedness (net of Cash on Hand) of the Borrower Parties
on the last day of such period to (b) Consolidated EBITDA of the Borrower
Parties for such period.  License means any Copyright License, Patent License,
Trademark License or other license of rights or interests now held or hereafter
acquired by any Loan Party in any IP Rights.  Lien means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any Capitalized Lease having substantially the same economic
effect as any of the foregoing). For the avoidance of doubt Lien shall not be
deemed to include any license of IP Rights.  Loan means an extension of credit by a Lender to a Borrower
under Article 2 in the form of a Revolving Credit Loan or a Swing Line
Loan.  Loan Documents means, collectively, (a) this Agreement, (b)
the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter,
(f) each Letter of Credit Application, (g) the Intercreditor Agreement and (h)
solely for purposes of the Collateral Documents and the Guaranty, each Secured
Hedge Agreement.  Loan Parties means, collectively, each Borrower and each
Guarantor.  Management Shareholders means the members of management of UHS,
its direct or indirect parent company or its Subsidiaries who are investors,
directly or indirectly, in Parent.  Master Agreement has the meaning specified in the
definition of Swap Contract.  Material Adverse Effect means (a) a material adverse effect
on the business, assets, properties, financial condition or results of
operations of UHS and its Restricted Subsidiaries, taken as a whole, (b) a
material adverse effect on the ability of the Loan Parties (taken as a whole)
to perform their obligations under any Loan Document or (c) a material adverse
effect on the rights and remedies of the Lenders under any Loan Document.  Material Intellectual Property means any IP Rights that are
material to the operation of the business of the Borrowers and the Restricted
Subsidiaries, taken as a whole.  Material Real Property means fee owned real property with a
value in excess of $5,000,000.  Maturity Date means the earlier of May 31, 2013and the date of termination in whole of the
Revolving Credit Commitments pursuant to Section 2.06 or 8.02.  Maximum Amount means, as of any date of determination, an
amount equal to the aggregate Revolving Credit Commitments of all the Lenders
as of such date. The initial amount thereof as of the Closing Date is $135,000,000.  Maximum Rate has the meaning specified in Section 10.10.  Merger Agreement has the meaning specified in the
preliminary statements to this Agreement.  26


Moodys means Moodys Investors Service, Inc. and any
successor thereto.  ML Capital means Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services, Inc.  Mortgage has the meaning specified in Section
4.01(a)(vi), together with each other mortgage or other comparable
instrument in form and substance reasonably acceptable to the Administrative
Agent executed and delivered pursuant to Section 6.12.  Mortgage Policies has the meaning specified in Section
4.01(a)(vi)(B).  Multiemployer Plan means any multiemployer plan as defined
in Section 4001(a)(3) of ERISA, and subject to ERISA, to which any
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make
contributions.  Net Cash Proceeds means:  (a)           with respect to any Casualty Event,
the excess, if any, of (i) the sum of cash and Cash Equivalents received in
connection with such Casualty Event (including any insurance proceeds or
condemnation awards in respect of such Casualty Event actually received by or
paid to or for the account of any Borrower or any of its Restricted
Subsidiaries) over (ii) the sum of (A) the principal amount of any Indebtedness
that is secured by the asset subject to such Casualty Event and that is required
to be repaid (and is timely repaid) in connection with such Casualty Event
(other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees
and expenses (including, without limitation, attorneys fees, investment
banking fees, survey costs, title insurance premiums, and related search and
recording charges, transfer taxes, deed or mortgage recording taxes, other
customary expenses and brokerage, consultant and other customary fees) actually
incurred by such Borrower or such Restricted Subsidiary in connection with such
Casualty Event, (C) taxes paid or reasonably estimated to be payable in
connection therewith by such Borrower or such Restricted Subsidiary and
attributable to such Casualty Event (including, in respect of any proceeds received
in connection with a Casualty Event of any asset of any Restricted Subsidiary
organized under the laws of a jurisdiction different from the jurisdiction of
organization of the Borrower that is its most direct parent company, deductions
in respect of withholding taxes that are payable in cash if such funds are
repatriated to the jurisdiction of the relevant Borrower) and (D) any reserve
for adjustment in respect of (1) the sale price of such asset or assets
established in accordance with GAAP and (2) any liabilities associated with
such asset or assets and retained by any Borrower or any of its Restricted
Subsidiaries after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations
associated with such transaction and it being understood that Net Cash
Proceeds shall include, without limitation, any cash or Cash Equivalents (i)
received upon the Disposition of any non-cash consideration received by any
Borrower or any of its Restricted Subsidiaries in respect of any such Casualty
Event and (ii) upon the reversal (without the satisfaction of any applicable
liabilities in cash in a corresponding amount) of any reserve described in clause
(D) above or, if such liabilities have not been satisfied in cash and such
reserve not reversed within three hundred and sixty-five (365) days after such
Casualty Event, the amount of such reserve.  (b)           with respect to the issuance of any
Equity Interest by any Borrower or any of its Restricted Subsidiaries, the
excess of (i) the sum of the cash and Cash Equivalents received in  27


connection with such
issuance over (ii) all taxes (including, in respect of any proceeds received in
connection with the issuance of Equity Interests of any Restricted Subsidiary
organized under the laws of a jurisdiction different from the jurisdiction of
organization of the Borrower that is its most direct parent company, deductions
in respect of withholding taxes that are payable in cash if such funds are
repatriated to the jurisdiction of the relevant Borrower) and fees (including
investment banking fees, underwriting discounts, commissions, costs and other
out-of-pocket expenses (including attorneys fees) and other customary
expenses) incurred by such Borrower or such Restricted Subsidiary in connection
with such issuance; and  (c)           with respect to the incurrence or
issuance of any Indebtedness by any Borrower or any of its Restricted
Subsidiaries, the excess, if any, of (i) the sum of the cash received in
connection with such incurrence or issuance over (ii) the investment banking
fees, underwriting discounts, commissions, costs and other out-of-pocket
expenses (including attorneys fees) and other customary expenses, incurred by
such Borrower or such Restricted Subsidiary in connection with such incurrence
or issuance (including, in the case of Indebtedness of any Restricted
Subsidiary organized under the laws of a jurisdiction different from the
jurisdiction of organization of the Borrower that is its most direct parent
company, deductions in respect of withholding taxes that are payable in cash if
such funds are repatriated to the jurisdiction of the relevant Borrower).  Non-Consenting Lender has the meaning specified in Section
3.07(d).  Non-Recourse Debt means Indebtedness:  (a)           as to which neither Parent nor any of its Restricted
Subsidiaries (i) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), (ii)
is directly or indirectly liable as a guarantor or otherwise, or (ii)
constitutes the lender;  (b)           no default with respect to which would permit upon notice,
lapse of time or both any holder of any Indebtedness of Parent or any of its
Restricted Subsidiaries to declare a default on such Indebtedness or cause the
payment of the Indebtedness to be accelerated or payable prior to its Stated
Maturity; and  (c)           as to which the lenders have been notified in writing that
they will not have any recourse to the stock or assets of Parent or any of its
Restricted Subsidiaries (other than a pledge of the Equity Interests of an
Unrestricted Subsidiary).  Nonrenewal Notice Date has the meaning specified in Section
2.03(b)(iii).  Non-US Lender has the meaning specified in Section
10.15(a)(i).  Not Otherwise Applied means, with reference to any amount
of Net Cash Proceeds of any transaction or event, that such amount (a) was not
previously included in a calculation of Consolidated EBITDA pursuant to
clause (b)(xiii) of the definition thereof and (c) was not previously applied
in determining the permissibility of a transaction under the Loan Documents
where such permissibility was (or may have been) contingent on receipt of such
amount.  Note means a Revolving Credit Note.  Notice of Intent to Make An Equity Infusion has the meaning
specified in Section 6.02(a).  28


NPL means the National Priorities List under CERCLA.  Obligations means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document with respect to any Loan or Letter of Credit, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding. Without limiting the generality of the foregoing,
the Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges,
expenses, fees, Attorney Costs, indemnities and other amounts payable by any
Loan Party under any Loan Document and (b) the obligation of any Loan Party to
reimburse any amount in respect of any of the foregoing that any Lender, any
Agent or any L/C Issuer in its sole discretion, may elect to pay or advance on
behalf of such Loan Party.  Organization Documents means, (a) with respect to any
corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-US
jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement
of formation or organization and any agreement, instrument, filing or notice
with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or
organization of such entity.  Other Taxes has the meaning specified in Section 3.01(b).  Outstanding Amount means (a) with respect to the Revolving
Credit Loans and Swing Line Loans on any date, the principal amount thereof
after giving effect to any borrowings and prepayments or repayments of
Revolving Credit Loans (including any refinancing of outstanding unpaid
drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit
Borrowing) and Swing Line Loans, as the case may be, occurring on such date;
and (b) with respect to any L/C Obligations on any date, the amount thereof on
such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes thereto as of such date, including as a result of
any reimbursements of outstanding unpaid drawings under any Letters of Credit
(including any refinancing of outstanding unpaid drawings under Letters of
Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any
reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date.  Parent has the meaning specified in the introductory
paragraph to this Agreement.  Participant has the meaning specified in Section
10.07(d).  Patent License means rights under written
agreement to which any Loan Party is now or hereafter becomes a party granting
any right of use to any patent.  Patents means all patents and patent and
patent applications now or hereafter acquired by any Loan Party.  PATRIOT Act means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into Law October 26, 2001)).  29


PBGC means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.  Pension Plan means any employee pension benefit plan (as
such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by
any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five (5) plan years.  Permitted Acquisition has the meaning specified in Section
7.02(i).  Permitted Encumbrances has the meaning specified in the
Mortgages.  Permitted Holders means the Sponsor and the Management
Shareholders.  Permitted Liens means each of the Liens
permitted pursuant to Section 7.01.  Permitted Refinancing means, with respect  to any Person, any modification, refinancing,
refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value,
if applicable) thereof does not exceed the principal amount (or accreted value,
if applicable), including any amounts paid-in-kind, of the Indebtedness so
modified, refinanced, refunded, renewed or extended except by an amount equal
to unpaid accrued interest and premium thereon plus other reasonable amounts
paid, and fees and expenses reasonably incurred, in connection with such
modification, refinancing, refunding, renewal or extension and by an amount
equal to any existing commitments unutilized thereunder, (b) such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to
or later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if
the Indebtedness being modified, refinanced, refunded, renewed or extended is
subordinated in right of payment to the Obligations, such modification,
refinancing, refunding, renewal or extension is subordinated in right of
payment to the Obligations on terms at least as favorable to the Lenders as
those contained in the documentation governing the Indebtedness being modified,
refinanced, refunded, renewed or extended, taken as a whole, (d) the terms and
conditions (including, if applicable, as to collateral) of any such modified,
refinanced, refunded, renewed or extended Indebtedness (excluding interest rate
and call protection, which shall be on then market terms for similar issuances
of Indebtedness) are not materially less favorable to the Loan Parties or the
Lenders than the terms and conditions of the Indebtedness being modified,
refinanced, refunded, renewed or extended, (e) such modification, refinancing,
refunding, renewal or extension is incurred by the Person or Persons who are
the obligors on the Indebtedness being modified, refinanced, refunded, renewed
or extended, and such new or additional obligors as are permitted under Section
7.03 or as are or become Loan Parties in accordance with Section 6.12
and with respect to subordinated Indebtedness the obligations of such obligors
shall be subordinated in right of payment to the Obligations on terms at least
as favorable to the Lenders as those contained in documentation governing the
Indebtedness, taken as a whole and (f) at the time thereof, no Event of Default
shall have occurred and be continuing.  Permitted Subordinated Indebtedness means any unsecured
Indebtedness of a Borrower that (a) is expressly subordinated to the prior
payment in full in cash of the Obligations on terms and conditions satisfactory
to the Administrative Agent, (b) is not scheduled to mature prior to the date
that is one hundred eighty-one (181) days after the scheduled Maturity Date of
the Revolving Credit Facility, (c) has no scheduled amortization or payments of
principal prior to the date that is one hundred eighty-one (181) days after the
Maturity Date of the Revolving Credit Facility, and (d) has covenant, default
and  30


remedy provisions no more
restrictive, or mandatory prepayment, repurchase or redemption provisions no
more onerous or expansive in scope, taken as a whole, than those set forth in
the Senior Indenture.  Person means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.  Platform has the meaning specified in Section 6.02.  Pledged Debt has the meaning specified in the Security
Agreement.  Pledged Equity has the meaning specified in the Security
Agreement.  Post-Acquisition
Period means, with
respect to any Permitted Acquisition, the period beginning on the date such
Permitted Acquisition is consummated and ending on the last day of the fourth
full consecutive fiscal quarter immediately following the date on which such
Permitted Acquisition is consummated.  Pro Forma Adjustment means, for any period for which the
financial covenant contained in Section 7.11, the Leverage Ratio or the
Interest Coverage Ratio is measured that includes all or any part of a fiscal
quarter included in any Post-Acquisition Period, with respect to the Acquired
EBITDA of the applicable entity or business acquired in a Permitted Acquisition
or the Consolidated EBITDA of the Borrower Parties, the pro forma increase or
decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may
be, either (a) in an aggregate amount not in excess of 15% of Consolidated
EBITDA after giving effect to any such Permitted Acquisition, projected by the
Borrowers in good faith or (b) reasonably acceptable to the Administrative
Agent, in each case, as a result of (i) any action taken during such
Post-Acquisition Period for the purposes of realizing reasonable identifiable
and factually supportable cost savings or (ii) any additional costs incurred
during such Post-Acquisition Period, in each case in connection with the
combination of the operations of such entity or business with the operations of
the Borrowers and the Restricted Subsidiaries; provided
that, so long as such actions are taken during such Post-Acquisition Period or
such costs are incurred during such Post-Acquisition Period, as applicable, the
cost savings related to such actions or such additional costs, as applicable,
it may be assumed, for purposes of projecting such pro forma increase or
decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may
be, that such cost savings will be realized during the entirety of such period,
or such additional costs, as applicable, will be incurred during the entirety
of such period; provided further that any such
pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, shall be without duplication for cost savings or
additional costs already included in such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, for such period.  Pro Forma Basis, Pro Forma Compliance
and Pro Forma Effect means, for purposes
of calculating compliance with the financial covenant set forth in Section
7.11 and the definitions of Leverage Ratio and Interest Coverage Ratio in
respect of a Specified Transaction, that such Specified Transaction and the
following transactions in connection therewith shall be deemed to have occurred
as of the first day of the applicable period of measurement in such
covenant:  (a) income statement items
(whether positive or negative) attributable to the property or Person subject
to such Specified Transaction, (i) in the case of a Permitted Acquisition or
Investment described in the definition of Specified Transaction, shall be
included and (ii) in the case of a Disposition of all or substantially all of
the assets of or all of the Equity Interests of any Restricted Subsidiary of
any Borrower or any division or product line of any Borrower or any of its
Restricted Subsidiaries, shall be excluded, (b) any retirement of Indebtedness,
and (c) any Indebtedness incurred or assumed by any Borrower or any of its
Restricted Subsidiaries in connection therewith and if such Indebtedness has a
floating or formula rate, shall have an  31


implied rate of interest for
the applicable period for purposes of this definition determined by utilizing
the rate which is or would be in effect with respect to such Indebtedness as at
the relevant date of determination; provided that
the foregoing pro forma adjustments may be applied to the financial covenants
set forth in Section 7.11 the definitions of Leverage Ratio and Interest
Coverage Ratio solely to the extent that such adjustments are consistent with
the definition of Consolidated EBITDA and give effect to events that are (i)
(x) directly attributable to such transaction, (y) expected to have a
continuing impact on the Borrowers and their Restricted Subsidiaries and (z)
factually supportable or based on the reasonable good faith of the Responsible
Officer executing the Compliance Certificate or (ii) otherwise consistent with
the definition of Pro Forma Adjustment.  Pro Rata Share means, with respect to each Lender at any
time, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Revolving Credit
Commitments of such Lender under the Revolving Credit Facility at such time and
the denominator of which is the amount of the Aggregate Commitments under the
Revolving Credit Facility at such time; provided that
if such Revolving Credit Commitments have been terminated, then the Pro Rata
Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof.  Public Lender has the meaning specified in Section 6.02.  Purchased Subsidiary has the meaning specified in the
preliminary statements to this Agreement.  Qualifying IPO means the issuance by the Qualifying IPO
Issuer of its common Equity Interests resulting in Net Cash Proceeds to Parent
or UHS of at least $75,000,000 in an underwritten primary public offering
(other than a public offering pursuant to a registration statement on Form S-8)
pursuant to an effective registration statement filed with the SEC in
accordance with the Securities Act of 1933 (whether alone or in connection with
a secondary public offering).  Qualifying IPO Issuer means any of Parent or UHS or a
corporation or other legal entity which owns, directly or indirectly, 100% of
the outstanding equity interests of any of Parent or UHS.  Reference
Bank means each of
the Arrangers.  Register has the meaning set forth in Section 10.07(c).  Related Documents means the Merger Agreement, the Equity
Contribution Agreement, the Senior Notes Documents and the Senior PIK/Toggle
Notes Documents.  Rental Equipment means all medical equipment that does not
constitute a fixture, owned by any Borrower or any of its Subsidiaries
including, but not limited to, critical care equipment, monitoring equipment,
newborn care equipment, respiratory therapy equipment, beds, stretchers and
surfaces.  Reportable Event means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the thirty (30) day
notice period has been waived.  Request for Credit Extension means (a) with respect to a
Borrowing, conversion or continuation of Revolving Credit Loans, a Committed
Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit
Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan
Notice.  32


Required Lenders means, as of any date of determination,
Lenders having more than 50% of the sum of the (a) Total Outstandings (with the
aggregate amount of each Lenders risk participation and funded participation
in L/C Obligations and Swing Line Loans being deemed held by such Lender for
purposes of this definition), and (b) aggregate unused Revolving Credit
Commitments; provided that the unused
Revolving Credit Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.  Reserves means reserves established pursuant to either of Sections
2.15 or 2.16 and Lease Payment Reserves.  Responsible Officer means the chief executive officer,
president, chief financial officer or controller of a Loan Party or, in the
case of any Borrower, any duly appointed authorized signatory or any director
or managing member of such Person and, as to any document delivered on the
Closing Date, any secretary or assistant secretary. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.  Restricted Payment means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interest of any Borrower or any Restricted Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such Equity Interest, or on
account of any return of capital to the stockholders, partners or members (or
the equivalent Persons thereof) of any Borrower or any Restricted Subsidiary.  Restricted Subsidiary means any Subsidiary of any Borrower
other than an Unrestricted Subsidiary.  Revolving Credit Borrowing means a borrowing consisting of
simultaneous Revolving Credit Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.  Revolving Credit Commitment Period means the period from
and including the Closing Date to but not including the Maturity Date of the
Revolving Credit Facility or any earlier date on which the Revolving Credit
Commitments shall terminate as provided herein.  Revolving Credit Commitment means, as to each Lender, its
obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section
2.01, (b) purchase participations in L/C Obligations in respect of Letters
of Credit and (c) purchase participations in Swing Line Loans, in an aggregate
amount at any one time outstanding not to exceed the amount set forth, and
opposite such Lenders name on Schedule 2.01 under the caption Revolving
Credit Commitment or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement. The aggregate Revolving
Credit Commitments of all Lenders shall be $135,000,000 on the Closing Date, as
such amount may be adjusted from time to time in accordance with the terms of
this Agreement.  Revolving Credit Exposure means, as to each Lender, the sum
of the outstanding principal amount of such Lenders Revolving Credit Loans and
its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at
such time.  33


Revolving Credit Facility means, at any time, the aggregate
amount of the Lenders Revolving Credit Commitments at such time.  Revolving Credit Loan has the meaning specified in Section
2.01.  Revolving Credit Note means a promissory note of a Borrower
payable to any Lender or its registered assigns, in substantially the form of Exhibit
C-1 hereto, evidencing the aggregate indebtedness of such Borrower to such
Lender resulting from the Revolving Credit Loans made by such Lender to such
Borrower.  Rollover Equity means the rollover by Management
Shareholders, concurrently with the consummation of the Acquisition, of Equity
Interests held in the Seller into Equity Interests in Parent.  S&P means Standard & Poors Ratings Services, a
division of The McGraw-Hill Companies, Inc., and any successor thereto.  SEC means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.  Second Lien Collateral Agent means Wells Fargo Bank,
National Association, in its capacity as collateral agent for the holders of
the Senior Notes and the Senior PIK/Toggle Notes.  Second Lien Security Agreement means the Second Lien
Security Agreement among the Borrowers, the Guarantors, the Additional Grantors
named therein, dated as of the Closing Date, in favor of the Second Lien
Collateral Agent.  Secured Hedge Agreement means any Swap Contract required or
permitted under Article 6 or Article 7 that is entered into by
and between any Loan Party and any Hedge Bank.  Secured Hedge Obligations means any Obligation arising
under a Secured Hedge Agreement.  Secured Obligations has the meaning specified in the
Security Agreement.  Secured Parties means, collectively, the Administrative
Agent, the Lenders, Affiliates of the Lenders in the case of Cash Management
Obligations, the Hedge Banks and each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Article 9.  Security Agreement means the First Lien Security Agreement
among the Borrowers, the Guarantors, the Additional Grantors named therein and
the Administrative Agent, dated as of the Closing Date and substantially in the
form of Exhibit G, together with each related security agreement
supplement executed and delivered pursuant to Section 6.12.  Security Agreement Supplement has the meaning specified in
the applicable Security Agreement, if applicable.  Senior Notes means the $230,000,000 aggregate principal
amount of the Borrowers Second Lien Senior Secured Floating Rate Notes due
2015 issued in a public offering or in a Rule 144A or other private placement
pursuant to the Senior Indenture.  34


Senior Notes Documents means the Senior Notes, the Senior
Indenture, the Intercreditor Agreement, the Second Lien Security Agreement and
all other documents executed and delivered with respect to the Senior Notes or
the Senior Indenture.  Senior Indenture means the Indenture dated as ofMay 31,2007, pursuant
to which the Senior Notes and the Senior PIK/Toggle Notes were issued.  Senior PIK/Toggle Notes means the $230,000,000 aggregate
principal amount of the Borrowers 8.50%/9.25% Second Lien Senior Secured PIK
Toggle Notes due 2015 issued in a public offering or in a Rule 144A or other
private placement pursuant to the Senior Indenture.  Senior PIK/Toggle Notes Documents means the Senior
PIK/Toggle Notes, the Senior Indenture, the Intercreditor Agreement, the Second
Lien Security Agreement and all other documents executed and delivered with
respect to the Senior PIK/Toggle Notes or the Senior Indenture.  Solvency Certificate has the meaning specified in Section
4.01(a)(xvii).  SPC has the meaning specified in Section 10.07(g).  Specified Officer means the chief executive officer,
president, chief financial officer or general counsel of a Loan Party.  Specified Transaction means any (a) Disposition of all or
substantially all the assets of or all the Equity Interests of any Restricted
Subsidiary or of any division or product line of any Borrower or any of its
Restricted Subsidiaries, (b) Permitted Acquisition, (c) designation of any
Restricted Subsidiary as an Unrestricted Subsidiary, or of any Unrestricted
Subsidiary as a Restricted Subsidiary, in each case in accordance with Section
6.16 or (d) the proposed incurrence of Indebtedness or making of a
Restricted Payment in respect of which compliance with the financial covenant
set forth in Section 7.11 is by the terms of this Agreement required to
be calculated on a Pro Forma Basis.  Sponsor Management Agreement means the Professional
Services Agreement dated May 31, 2007 between UHS and Bear Stearns Merchant
Manager III (Cayman), L.P.  Sponsor means, collectively, Bear Stearns Merchant Manager
III, (Cayman) L.P. and/or its Affiliates (including, as applicable, related
funds, general partners thereof and limited partners thereof, but solely to the
extent any such limited partners are directly or indirectly participating as
investors pursuant to a side-by-side investing arrangement, but not including,
however, any portfolio company of any of the foregoing).  Stated Maturity means, with respect to any
installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the
documentation governing such Indebtedness, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.  Subsidiary of a Person means a corporation, partnership,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries,  35


or both, by such Person. Unless
otherwise specified, all references herein to a Subsidiary or to Subsidiaries
shall refer to a Subsidiary or Subsidiaries of any Borrower.  SupermajorityRequired
Lenders means, as of any date of determination, Lenders having more
than 75% of the sum of the (a) Total Outstandings (with the aggregate amount of
each Lenders risk participation and funded participation in L/C Obligations
and Swing Line Loans being deemed held by such Lender for purposes of this
definition), and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and
the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of
Supermajority Required Lenders.  Swap Contract means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward contracts, future contracts, equity
or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, repurchase agreements, reverse repurchase agreements, sell buy back
and buy sell back agreements, and securities lending and borrowing agreements
or any other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or
liabilities under any Master Agreement.  Swap Termination Value means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).  Swing Line Borrowing means a borrowing of a Swing Line Loan
pursuant to Section 2.04.  Swing Line Facility means the revolving credit facility
made available by the Swing Line Lender pursuant to Section 2.04.  Swing Line Lender means the Initial Swing Line Lender in
its capacity as provider of Swing Line Loans, or any successor swing line
lender hereunder.  Swing Line Loan has the meaning specified in Section
2.04(a).  Swing Line Loan Notice means a notice of a Swing Line
Borrowing pursuant to Section 2.04(b), which, if in writing, shall
be substantially in the form of Exhibit B.  Swing Line Note means a promissory note of any Borrower
payable to the Swing Line Lender or its registered assigns, in substantially
the form of Exhibit C-2 hereto, evidencing the aggregate  36


indebtedness of such
Borrower to such Swing Line Lender resulting from the Swing Line Loans made by
the Swing Line Lender.  Swing Line Sublimit means $5,000,000. The Swing Line
Sublimit is part of, and not in addition to, the Revolving Credit Facility.  Syndication Agent means ML Capital, as syndication agent
under this Agreement.  Synthetic Indebtedness means, with respect to any Person as
of any date of determination thereof, all Obligations of such Person in respect
of transactions entered into by such Person that are intended to function
primarily as a borrowing of funds (including, without limitation, any minority
interest transactions that function primarily as a borrowing) but are not
otherwise included in the definition of Indebtedness or as a liability on the
consolidated balance sheet of such Person and its Subsidiaries in accordance
with GAAP.  Target Material Adverse Effect means a material and adverse
effect on the business, financial condition or results of operations of UHS; provided,  however, that
none of the following shall be deemed (either alone or in combination) to
constitute, a Target Material Adverse Effect: 
(a) a general deterioration in the economy in the United States or in
any industry in which UHS operates; (b) the outbreak or escalation of
hostilities involving the United States, the declaration by the United States
of a national emergency or war or the occurrence of any other calamity or
crisis, including an act of terrorism; (c) the disclosure of the fact that
Merger Sub is the prospective acquirer of UHS; (d) the announcement or pendency
of the transactions contemplated by the Merger Agreement; (e) any changes in
any applicable federal, state, local, municipal, foreign, international,
multinational, or other administrative order, constitution, law, ordinance,
principle of common law, regulation, statute, or treaty; (f) any changes in
GAAP; (g) actions taken by Merger Sub or its Affiliates; or (h) compliance with
the terms of, or the taking of any action required by, the Merger Agreement, in
each case, to the extent that any of the items in clauses (a) or (b) does not
have a disproportionate impact on UHS.  Taxes has the meaning specified in Section 3.01(a).  Threshold Amount means $15,000,000.  Total Outstandings means the aggregate Outstanding Amount
of all Loans and all L/C Obligations.  Trademark License means rights under any written agreement
now owned or hereafter acquired by any Loan Party granting any right to use any
Trademark.  Trademarks means all of the following now owned or
hereafter existing or adopted or acquired by any Loan Party: (a) all
trademarks, trade names, corporate names, business names, trade styles, service
marks, logos, other source or business identifiers, designs and general
intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any
political subdivision thereof; (b) all reissues, extensions or renewals
thereof; and (c) all goodwill associated with or symbolized by any of the
foregoing.  Transactions means, collectively, (a) the Equity
Contributions, (b) the Acquisition, (c) the execution and delivery and
performance by the Loan Parties of each Loan Document to which they are a party
executed and delivered or to be executed and delivered on or prior to the
Closing Date, and, in the  37


case of each Borrower, the
making of the initial Borrowings hereunder, (d) the execution, delivery and
performance by the Loan Parties of the Senior Notes Documents to which they are
a party and, in the case of UHS, the issuance of the Senior Notes, (e) the execution,
delivery and performance by the Loan Parties of the Senior PIK/Toggle Notes
Documents to which they are a party and, in the case of UHS, the issuance of
the Senior PIK/Toggle Notes, (f) the consummation of any other transactions in
connection with the foregoing, including the execution and delivery of the
Intercreditor Agreement by the entities designated as parties thereto, and (g)
the payment of the fees and expenses incurred in connection with any of the
foregoing.  Type means, with respect to any Loan, its character as a
Base Rate Loan or a Eurodollar Rate Loan.  UHS has the meaning specified in first paragraph of this
Agreement.  Unbilled Account means any Account with respect to which an
invoice has not been sent to the applicable Account Debtor.  Unfunded Advances/Participations means (a) with respect to
the Administrative Agent, the aggregate amount, if any (i) made available to
the Borrowers on the assumption that each Appropriate Lender has made its Pro
Rata Share of the applicable Borrowing available to the Administrative Agent
and (ii) with respect to which a corresponding amount shall not in fact have
been made available to the Administrative Agent by any such Lender, (b) with
respect to the Swing Line Lender, the aggregate amount, if any, of
participations in respect of any outstanding Swing Line Loan that shall not
have been funded by the Appropriate Lenders in accordance with Section
2.04(c) and (c) with respect to the L/C Issuer, the aggregate amount of L/C
Borrowings.  Uniform Commercial Code means the Uniform Commercial Code
as the same may from time to time be in effect in the State of New York or the
Uniform Commercial Code (or similar code or statute) of another jurisdiction,
to the extent it may be required to apply to the creation or perfection of a
security interest in any item or items of Collateral.  United States and US mean the
United States of America.  Unreimbursed Amount has the meaning set forth in Section
2.03(c)(i).  Unrestricted Subsidiary means any Subsidiary of any
Borrower designated by the board of directors of such Borrower as an
Unrestricted Subsidiary pursuant to Section 6.16 subsequent to the date
hereof.  Usage Percentage means, as of any date of determination,
the percentage equal to the ratio of (a) Total Outstandings to (b) the Maximum
Amount.  Weighted Average Life to Maturity means, when applied to
any Indebtedness at any date, the number of years obtained by dividing:  (a) the sum of the products obtained by
multiplying (i) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect thereof, by (ii) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date and the making of
such payment; by (b) the then outstanding principal amount of such
Indebtedness.  Wholesale Disposables means Inventory purchased by any
Borrower or any of its Subsidiaries for sale to customers of such Borrower or
any of its Subsidiaries.  38


SECTION 1.02. Other
Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:  (a)           The meanings of defined terms are equally applicable to
the singular and plural forms of the defined terms.  (b)           (i)            The
words herein, hereto, hereof and hereunder and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.  (ii)           Article, Section, Exhibit and Schedule references are to
the Loan Document in which such reference appears.  (iii)          The term including is by way of example and not
limitation.  (c)           In the computation of periods of time from a specified
date to a later specified date, the word from means from and including; the
words to and until each mean to but excluding; and the word through
means to and including.  (d)           Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.  SECTION 1.03. Accounting
Terms. (a)  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, as in effect from time to time. The
financial ratio calculated pursuant to Section 7.11 shall be calculated
in a manner consistent with that used in preparing the Historical Financial
Statements for the fiscal year ended December 31, 2006, except as otherwise
specifically prescribed herein.  (b)           If at any time any change in GAAP would affect the
computation of any financial ratio set forth in any Loan Document, and either
the Borrowers or the Required Lenders shall so request, the Administrative
Agent and the Borrowers shall negotiate in good faith to amend such ratio to
preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders and Borrowers); provided
that, until so amended, (i) such ratio shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrowers shall
provide to the Administrative Agent and the Lenders a written reconciliation in
form and substance reasonably satisfactory to the Administrative Agent, between
calculations of such ratio made before and after giving effect to such change in
GAAP.  (c)           Notwithstanding anything to the contrary contained herein,
financial ratios and other financial calculations pursuant to this Agreement
shall, following any Specified Transaction, be calculated on a Pro Forma Basis.  SECTION 1.04. Rounding. Any financial ratios required to be
maintained by any Borrower pursuant to this Agreement (or required to be
satisfied in order for a specific action to be permitted under this Agreement)
shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).  39


SECTION 1.05. References
to Agreements and Laws.
Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Loan Document; and (b) references to
any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.  SECTION 1.06. Times of
Day. Unless otherwise
specified, all references herein to times of day shall be references to Eastern
time (daylight or standard, as applicable).  SECTION 1.07. Timing
of Payment or Performance.When the payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which
is not a Business Day, the date of such payment (other than as described in the
definition of Interest Period) or performance shall extend to the immediately
succeeding Business Day and such extension of time shall be reflected in
computing interest or fees, as the case may be.  ARTICLE 2  THE REVOLVING CREDIT COMMITMENTS AND CREDIT EXTENSIONS  SECTION 2.01. The Revolving Credit Loans. The Revolving Credit Borrowings. Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans denominated in Dollars to any Borrower as elected by such Borrower
pursuant to Section 2.02 (each such loan, a Revolving
Credit Loan) from time to time, on any Business Day until the
Maturity Date during the Revolving Credit Commitment Period, in an aggregate
principal amount not to exceed at any time outstanding the amount of such
Lenders Revolving Credit Commitment; provided that
(a) after giving effect to any Revolving Credit Borrowing, the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lenders Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such
Lenders Pro Rata Share of the Outstanding Amount of all Swing Line Loans,
shall not exceed such Lenders Revolving Credit Commitment, and (b) the amount
of any Revolving Credit Loan to be made at any time shall not exceed Borrowing
Availability at such time. Borrowing Availability may be reduced by Reserves
and Lease Payment Reserves imposed by Agent in accordance with the provisions
of Sections 2.15 and 2.16, as applicable. Within the limits of
each Lenders Revolving Credit Commitment, and subject to the other terms and
conditions hereof (including as to Borrowing Availability), the Borrowers may
borrow under this Section 2.01, prepay under Section 2.05, and
reborrow under this Section 2.01. Revolving Credit Loans may be Base
Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the
Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Revolving Credit Loans of the same Type.  Any provision of this
Agreement to the contrary notwithstanding, at the request of Borrowers, in its
discretion Administrative Agent may (but shall have absolutely no obligation
to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for
the purpose of protecting or preserving the Collateral or any portion thereof,
enhancing the likelihood of repayment of the Obligations or paying any other
amount chargeable to borrower pursuant to the terms of this Agreement
(including fees, costs and expenses described in Section 10.04), in
amounts that cause the aggregate Outstanding Amount of the Revolving Credit
Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess
aggregate Outstanding Amount of the Revolving Credit Loans are hereby
collectively referred to as Overadvances);
providedthat (A) no such event
or occurrence shall cause or constitute a waiver of the Administrative Agents,
the Swing Line Lenders or any Lenders right to refuse to make  40


any further Overadvances,
Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as
the case may be, at any time that an Overadvance exists, and (B) no Overadvance
shall result in a Default or Event of Default due to Borrowers failure to
comply with Section 2.05(b) for so long as the Administrative Agent
permits such Overadvance to remain outstanding, but solely with respect to the
amount of such Overadvance. In addition, Overadvances may be made even if the
conditions to lending set forth in Article 4 have not been met. All
Overadvances shall constitute Base Rate Loans, shall bear interest at the
Default Rate and shall be payable on the earlier of demand and the Termination
Date. The authority of Administrative Agent to make Overadvances is limited to
an aggregate amount of $10,000,000 at any time, shall not cause the Revolving
Loan to exceed the Maximum Amount and may be revoked prospectively by a written
notice to Administrative Agent signed by Required Lenders.  SECTION 2.02. Borrowings,
Conversions and Continuations of Loans. (a)  Each Revolving Credit
Borrowing, each conversion of Revolving Credit Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon any
Borrowers irrevocable (except as provided in Section 3.02, Section
3.03 and Section 3.04 herein) notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent (i) not later than 12:00 p.m. (noon) three (3) Business
Days prior to the requested date of any Borrowing of Eurodollar Rate Loans,
continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to
Eurodollar Rate Loans, and (ii) not later than 12:00 p.m. (noon) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by a
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of such Borrower. Each
Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be
in a minimum principal amount of $500,000 or a whole multiple of $250,000 in
excess thereof. Except as provided in Section 2.03(c)(i) and Section
2.04(c)(i), each Borrowing of or conversion to Base Rate Loans shall be in
a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof.
Each Committed Loan Notice (whether telephonic or written) shall specify (i)
whether the relevant Borrower is requesting a Revolving Credit Borrowing, a
conversion of Revolving Credit Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Revolving
Credit Loans are to be converted, (v) if applicable, the duration of the
Interest Period with respect thereto and (vi) the account of the relevant
Borrower to be credited with the proceeds of such Borrowing. If, with respect
to Loans denominated in Dollars the relevant Borrower fails to specify a Type
of Loan in a Committed Loan Notice or fails to give a timely notice requesting
a conversion or continuation, then the applicable Revolving Credit Loans shall
be made as, or converted to, Base Rate Loans. Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Loans. If the
relevant Borrower requests a Borrowing of, conversion to, or continuation of
Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one (1) month.  (b)           Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Appropriate Lender of the
amount of its Pro Rata Share of the applicable Class of Loans, and if no timely
notice of a conversion or continuation is provided by the relevant Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans or continuation described in Section
2.02(a). In the case of each Borrowing, each Appropriate Lender shall make
the amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agents Office not later than 12:00 p.m.
(noon) on the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (or,
if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the relevant
Borrower in like funds as received by the  41


Administrative Agent by wire
transfer of such funds in accordance with instructions provided to the
Administrative Agent by such Borrower.  (c)           Except as otherwise provided herein, a Eurodollar Rate
Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan unless the relevant Borrower pays the amount due,
if any, under Section 3.05 in connection therewith. During the
continuance of an Event of Default, the Administrative Agent or the Required
Lenders may require that no Loans may be converted to or continued as
Eurodollar Rate Loans.  (d)           The Administrative Agent shall promptly notify the
relevant Borrower and the Appropriate Lenders of the interest rate applicable
to any Interest Period for Eurodollar Rate Loans upon determination of such
interest rate. The determination of the Eurodollar Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. At any time that
Base Rate Loans are outstanding, the Administrative Agent shall notify the
relevant Borrower and the Appropriate Lenders of any change in the
Administrative Agents prime rate used in determining the Base Rate promptly
following the determination of such change.  (e)           After giving effect to all Revolving Credit Borrowings,
all conversions of Revolving Credit Loans from one Type to the other, and all
continuations of Revolving Credit Loans as the same Type, there shall not be
more than fifteen (15) Interest Periods in effect.  (f)            The failure of any Lender to make the Loan to be made by
it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make the
Loan to be made by such other Lender on the date of any Borrowing.  SECTION 2.03. Letters
of Credit. (a)  The Letter of Credit Commitment. (i)  Subject to the terms and conditions set forth
herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.03, (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit denominated in Dollars for the
account of the Borrowers (or any Restricted Subsidiary so long as a Borrower is
a joint and several co-applicant, and references to a Borrower in this Section
2.03 shall be deemed to include reference to such Restricted Subsidiary)
and to amend or renew Letters of Credit previously issued by it, in accordance
with Section 2.03(b), and (2) to honor drafts under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of the relevant Borrower; provided
that the L/C Issuer shall not be obligated to make any L/C Credit Extension
with respect to any Letter of Credit, and no Lender shall be obligated to
participate in any Letter of Credit if, as of the date of such L/C Credit
Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Loans
of any Lender, plus such Lenders Amount of Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Lenders Pro Rata Share of the
Outstanding Amount of all Swing Line Loans, would exceed such Lenders
Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C
Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Outstanding Amount of the
Revolving Credit Loans, plus the Outstanding Amount of all L/C Obligations,
plus the Outstanding Amount of all Swing Line Loans, would exceed the Borrowing
Base; provided further that the
Initial L/C Issuer shall not be obligated to make any L/C Credit Extension with
respect to any Letter of Credit, if, as of the date of such L/C Credit
Extension, the Outstanding Amount of the L/C Obligations issued by the Initial
L/C issuer would exceed $5,000,000. Within the foregoing limits, and subject to
the terms and conditions hereof, the relevant Borrowers ability to obtain
Letters of Credit shall be fully revolving, and accordingly such Borrower may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed.  42


(ii)           The L/C Issuer shall be under no obligation to issue any
Letter of Credit if:  (A)          any order, judgment or decree of any Governmental Authority
or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the L/C
Issuer with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which, in each case, the L/C Issuer in good faith deems material to it;  (B)           subject to Section 2.03(b)(iii), the expiry date of
such requested Letter of Credit, prior to giving effect to any automatic
renewal, would occur more than twelve months after the date of issuance or last
renewal, unless the Required Lenders have approved such expiry date;  (C)           the expiry date of such requested Letter of Credit would
occur after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date; or  (D)          the issuance of such Letter of Credit would violate any
Laws or one or more policies of the L/C Issuer.  (iii)          The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof, or (B)
the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit.  (b)           Procedures for Issuance and Amendment of Letters of
Credit; Auto-Renewal Letters of Credit. (i) 
Each Letter of Credit shall be issued or amended, as the case may be,
upon the request of the relevant Borrower delivered to the L/C Issuer (with a
copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of
such Borrower. Such Letter of Credit Application must be received by the L/C
Issuer and the Administrative Agent not later than 1:00 p.m. at least two (2)
days, or such shorter period as mutually agreed, prior to the proposed issuance
date or date of amendment, as the case may be (provided that in each case the
applicable Borrower has delivered a Letter of Credit Application, appropriately
completed and signed by a Responsible Officer of such Borrower and has provided
satisfactory language with respect to the applicable beneficiary of such Letter
of Credit), or such later date and time as the L/C Issuer may agree in a
particular instance in its sole discretion. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail reasonably satisfactory to the L/C Issuer:  (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary
thereof; (E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by
such beneficiary in case of any drawing thereunder; and (G) such other matters
as the L/C Issuer may reasonably request. In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer:  (A) the Letter of Credit to be
amended; (B) the proposed date  43


of amendment thereof (which
shall be a Business Day); (C) the nature of the proposed amendment; and (D)
such other matters as the L/C Issuer may reasonably request.  (ii)           Promptly after receipt of any Letter of Credit
Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such Letter of Credit Application from the relevant Borrower and, if not, the
L/C Issuer will provide the Administrative Agent with a copy thereof. Upon
receipt by the L/C Issuer of confirmation from the Administrative Agent that
the requested issuance or amendment is permitted in accordance with the terms
hereof (such confirmation to be promptly provided by the Administrative Agent),
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the relevant
Borrower or enter into the applicable amendment, as the case may be. Immediately
upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer
an unfunded risk participation in such Letter of Credit in an amount equal to
the product of such Lenders Pro Rata Share times the amount of such Letter of
Credit.  (iii)          If the relevant Borrower so requests in any applicable
Letter of Credit Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic renewal
provisions (each, an Auto-Renewal Letter of
Credit); provided
that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to
prevent any such renewal at least once in each twelve month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the Nonrenewal Notice Date) in each such twelve month period to
be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the L/C Issuer, no Borrower shall be required to make a specific
request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the renewal of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided that the L/C Issuer
shall not permit any such renewal if (A) the L/C Issuer has determined that it
would have no obligation at such time to issue such Letter of Credit in its
renewed form under the terms hereof (by reason of the provisions of Section
2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five (5) Business Days
before the Nonrenewal Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such renewal or (2) from the
Administrative Agent, any Lender or any Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied.  (iv)          Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto or to the
beneficiary thereof, the L/C Issuer will also deliver to the relevant Borrower
and the Administrative Agent a true and complete copy of such Letter of Credit
or amendment.  (c)           Drawings and Reimbursements; Funding of Participations.
(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of
a drawing under such Letter of Credit, the L/C Issuer shall notify the relevant
Borrower and the Administrative Agent thereof. Not later than 12:00 p.m. (noon)
on the Business Day immediately following any payment by the L/C Issuer under a
Letter of Credit (each such date, an Honor
Date), the relevant Borrower shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing (with
interest, if not on the same date). If any Borrower fails to so reimburse the
L/C Issuer by such time, the Administrative Agent shall promptly notify each
Lender of the Honor Date, the amount of the unreimbursed drawing (the  44


Unreimbursed Amount), and the amount of such Lenders Pro
Rata Share thereof. In such event, the relevant Borrower shall be deemed to
have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.02(a) for the
principal amount of Base Rate Loans but subject to the amount of the unutilized
portion of the Revolving Credit Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Committed Loan Notice). Any notice given
by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if promptly confirmed in writing; provided that the lack of a prompt confirmation shall not
affect the conclusiveness or binding effect of such notice.  (ii)           Each Lender (including the Lender acting as the L/C
Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
available to the Administrative Agent for the account of the L/C Issuer, in
Dollars, at the Administrative Agents Office in an amount equal to its Pro
Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii), each Lender that so makes funds
available shall be deemed to have made a Base Rate Loan to the relevant
Borrower in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer.  (iii)          With respect to any Unreimbursed Amount that is not fully
refinanced by a Revolving Credit Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any
other reason, or if a reimbursement to the L/C Issuer shall be required to be
returned or disgorged for any reason (including by reason of the commencement
of a proceeding of the type described in Section 8.01(f)), the relevant
Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
in the amount of the Unreimbursed Amount that is not so refinanced, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at the Default Rate. In such event, each Lenders payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.  (iv)          Until each Lender funds its Revolving Credit Loan or L/C
Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such Lenders
Pro Rata Share of such amount shall be solely for the account of the L/C
Issuer.  (v)           Each Lenders obligation to make Revolving Credit Loans or
L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, any Borrower or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided that each Lenders
obligation to make Revolving Credit Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than
delivery by the relevant Borrower of a Committed Loan Notice). No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the
relevant Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.  (vi)          If any Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by such
Lender pursuant to the foregoing  45


provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the L/C Issuer at a rate per
annum equal to the applicable Federal Funds Rate from time to time in effect. A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this Section
2.03(c)(vi) shall be conclusive absent manifest error.  (d)           Repayment of Participations. (i)  If, at any time after the L/C Issuer has made
a payment under any Letter of Credit and has received from any Lender such
Lenders L/C Advance in respect of such payment in accordance with Section
2.03(c), the Administrative Agent receives for the account of the L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the relevant Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Pro Rata Share thereof
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lenders L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.  (ii)           If any payment received by the Administrative Agent for
the account of the L/C Issuer pursuant to Section 2.03(d)(i) is required
to be returned under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the applicable
Federal Funds Rate from time to time in effect.  (e)           Obligations Absolute. The obligation of each
Borrower to reimburse the L/C Issuer for each drawing under each Letter of
Credit issued for its account and to repay each L/C Borrowing relating to any
Letter of Credit issued for its account shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:  (i)            any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other agreement or instrument relating thereto;  (ii)           the existence of any claim, counterclaim, setoff, defense
or other right that such Borrower or the applicable other Borrower or
applicable Restricted Subsidiary may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;  (iii)          any draft, demand, certificate or other document presented
under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under such Letter of Credit;  (iv)          any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer
under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator,  46


receiver or other representative of or successor to any beneficiary or
any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law;  (v)           any exchange, release or nonperfection of any Collateral,
or any release or amendment or waiver of or consent to departure from the
Guaranty or any other guarantee, for all or any of the Obligations of such
Borrower in respect of such Letter of Credit; or  (vi)          any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, such
Borrower;  provided that the foregoing shall not excuse the L/C
Issuer from liability to such Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are waived by such
Borrower to the extent permitted by applicable Law) suffered by such Borrower
that are determined by a nonappealable judgment of a court of competent
jurisdiction to have been caused by the L/C Issuers gross negligence, bad
faith or willful misconduct when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. Each Borrower
shall promptly examine a copy of each Letter of Credit issued for its account
and each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with such Borrowers instructions or other irregularity,
such Borrower will promptly notify the L/C Issuer. Each Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.  (f)            Role of L/C Issuer. Each Lender and each Borrower
agree that, in paying any drawing under a Letter of Credit, the L/C Issuer
shall not have any responsibility to obtain any document (other than any sight
draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document
or the authority of the Person executing or delivering any such document. None
of the L/C Issuer, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. Each Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided that
this assumption is not intended to, and shall not, preclude such Borrowers
pursuing such rights and remedies as it may have against the beneficiary or
transferee at Law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (vi) of Section
2.03(e); provided that anything in such
clauses to the contrary notwithstanding, each relevant Borrower may have a
claim against the L/C Issuer, and the L/C Issuer may be liable to such
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Borrower which such
Borrower proves were caused by the L/C Issuers willful misconduct, bad faith
or gross negligence or the L/C Issuers willful or grossly negligent or bad
faith failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason.  47


(g)           Cash Collateral. Upon the request of the
Administrative Agent, (i) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing and the conditions set forth in Section 4.02 to a
Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of
Credit Expiration Date, any Letter of Credit may for any reason remain
outstanding and partially or wholly undrawn, the relevant Borrower shall
promptly Cash Collateralize (x) in the case of clause (i), 100% and (y)
in the case of clause (ii), 103%, in each case, the then Outstanding
Amount of all L/C Obligations (such Outstanding Amount to be determined as of
the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the
case may be) or, in the case of clause (ii), provide a back to back
letter of credit in a face amount at least equal to 103% of the then undrawn
amount of such Letter of Credit from an issuer and in form and substance
reasonably satisfactory to the L/C Issuer in its reasonable discretion. Any
Letter of Credit that is so Cash Collateralized or in respect of which such a
back-to-back letter of credit shall have been issued shall be deemed no longer
outstanding for purposes of this Agreement. For purposes hereof, Cash Collateralize means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances (Cash Collateral)
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented
to by the Lenders). Derivatives of such term have corresponding meanings. Cash
Collateral shall be maintained in deposit accounts designated by the
Administrative Agent and which is under the sole dominion and control of the
Administrative Agent and shall be deposited in an interest-bearing account. If
at any time the Administrative Agent determines that any funds held as Cash
Collateral are subject to any right or claim of any Person other than the
Administrative Agent or claims of the depositary bank arising by operation of
law or that the total amount of such funds is less than the amount required by
the first sentence of this clause (g), the relevant Borrower will,
forthwith upon demand by the Administrative Agent, pay to the Administrative
Agent, as additional funds to be deposited and held in the deposit accounts
designated by the Administrative Agent as aforesaid, an amount equal to the
excess of (x) 100% or 103%, as applicable, of such aggregate Outstanding Amount
over (y) the total amount of funds, if any, then held as Cash Collateral that
the Administrative Agent reasonably determines to be free and clear of any such
right and claim. Upon the drawing of any Letter of Credit for which funds are
on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Law, to reimburse the L/C Issuer. To the extent the
amount of any Cash Collateral exceeds 100% or 103%, as applicable, of the then
Outstanding Amount of such L/C Obligations and so long as no Event of Default
has occurred and is continuing, the excess shall be refunded to the relevant
Borrower.  (h)           Applicability of ISP98 and UCP. Unless otherwise
expressly agreed by the L/C Issuer and the relevant Borrower when a Letter of
Credit is issued, (i) the rules of the International Standby Practices 1998
published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance) (excluding
Rule 3.14) shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.  (i)            Letter of Credit Fees. Each Borrower shall pay to
the Administrative Agent for the account of each Lender in accordance with its
Pro Rata Share a Letter of Credit fee for each Letter of Credit issued for the
account of such Borrower equal to the Applicable Rate times the daily maximum amount
then available to be drawn under such Letter of Credit. Such letter of credit
fees shall be computed on a quarterly basis in arrears. Such letter of credit
fees shall be due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of  48


each Letter of Credit shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.  (j)            Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer. Each Borrower shall pay directly to the L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit issued
for the account of such Borrower equal to 0.25% per annum of the daily maximum
amount then available to be drawn under such Letter of Credit. Such fronting
fees shall be computed on a quarterly basis in arrears. Such fronting fees
shall be due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. In addition, each Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees not related to the fronting fee and standard costs and charges are due and
payable within five (5) Business Days of written demand by the L/C Issuer
setting forth in reasonable detail such costs and charges and are
nonrefundable.  (k)           Conflict with Letter of Credit Application. In the
event of any conflict between the terms hereof and the terms of any Letter of
Credit Application, the terms of this Agreement shall control.  SECTION 2.04. Swing
Line Loans. (a)  The Swing Line. Subject to the terms
and conditions set forth herein, the Swing Line Lender agrees to make loans
(each such loan, a Swing Line Loan)
to each Borrower from time to time on any Business Day (other than the Closing
Date) during the Revolving Credit Commitment Period in an aggregate amount not
to exceed at any time outstanding the least of (i) the amount of the Swing Line
Sublimit, and (ii) the lesser of
the Revolving Credit Commitment and the Borrowing Base, in each case, less the
outstanding balance of the Revolving Credit Loans and outstanding L/C
Obligations at such time, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and
L/C Obligations of the Lender acting as Swing Line Lender, may exceed the
amount of such Lenders Commitment; provided that
after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of
the Revolving Credit Loans of any Lender, plus such Lenders Pro Rata Share of
the Outstanding Amount of all L/C Obligations, plus such Lenders Pro Rata
Share of the amount of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lenders Revolving Credit Commitment; provided
further that (x) no Borrower shall use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan, and (y) the aggregate
principal amount of the Swing Line Loans outstanding to the Borrowers shall not
exceed at any time the Borrowing Base less the Revolving Credit Loans and the
Outstanding Amount of all L/C Obligations outstanding to the Borrowers. Within
the foregoing limits, and subject to the other terms and conditions hereof, the
Borrowers may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. Each Swing Line Loan
shall be a Base Rate Loan. Swing Line Loans shall only be denominated in
Dollars. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender an unfunded risk participation in such Swing Line Loan in
an amount equal to the product of such Lenders Pro Rata Share times the amount
of such Swing Line Loan.  (b)           Borrowing Procedures. Each Swing Line Borrowing
shall be made upon the relevant Borrowers irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by telephone. Each such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $100,000 (ii) the
requested borrowing date, which shall be a Business Day and (iii) the account
of the relevant Borrower to be credited with the proceeds of such Swing Line
Borrowing. Each such telephonic notice must be confirmed promptly by delivery
to the  49


Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the relevant Borrower. Promptly
after receipt by the Swing Line Lender of any telephonic Swing Line Loan
Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof. Unless
the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00
p.m. on the date of such proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the relevant Borrower.  (c)           Refinancing of Swing Line Loans. (i)  The Swing Line Lender at any time in its sole
and absolute discretion may request, but no less frequently than weekly, on
behalf of the relevant Borrower (each of which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a
Base Rate Loan in an amount equal to such Lenders Pro Rata Share of the amount
of Swing Line Loans then outstanding. Each such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02(a),
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
aggregate Revolving Credit Commitments and the conditions set forth in Section
4.02. The Swing Line Lender shall furnish the relevant Borrower with a copy
of the applicable Committed Loan Notice promptly after delivering such notice
to the Administrative Agent. Each Lender shall make an amount equal to its Pro
Rata Share of the amount specified in such Committed Loan Notice available to
the Administrative Agent in immediately available funds for the account of the
Swing Line Lender at the Administrative Agents Office not later than 1:00 p.m.
on the day specified in such Committed Loan Notice, whereupon, subject to Section
2.04(c)(ii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the relevant Borrower in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.  (ii)           If for any reason any Swing Line Loan cannot be refinanced
by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i),
or if a reimbursement to the Swing Line Lender shall be required to be returned
or disgorged for any reason (including by reason of the commencement of a
proceeding of the type described in Section 8.01(f)), the request for
Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be
deemed to be a request by the Swing Line Lender that each of the Lenders fund
its risk participation in such Swing Line Loan and each such Lenders payment
to the Administrative Agent for the account of the Swing Line Lender pursuant
to Section 2.04(c)(i) shall be deemed payment in respect of such
participation.  (iii)          If any Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.04(c)
by the time specified in Section 2.04(c)(i), the Swing Line Lender
shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the applicable
Federal Funds Rate from time to time in effect. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent)  50


with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.  (iv)          Each Lenders obligation to make Revolving Credit Loans or
to purchase and fund risk participations in Swing Line Loans pursuant to this Section
2.04(c) shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the Swing Line Lender, any
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided that each Lenders obligation to make Revolving
Credit Loans pursuant to this Section 2.04(c) is subject to the
conditions set forth in Section 4.02 (other than delivery by a Borrower
of a Committed Loan Notice). No such funding of risk participations shall
relieve or otherwise impair the obligation of the relevant Borrower to repay
Swing Line Loans, together with interest as provided herein.  (d)           Repayment of Participations. (i)  At any time after any Lender has purchased
and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender
will distribute to such Lender its Pro Rata Share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lenders risk participation was funded) in the
same funds as those received by the Swing Line Lender.  (ii)           If any payment received by the Swing Line Lender in
respect of principal or interest on any Swing Line Loan is required to be
returned by the Swing Line Lender under any of the circumstances described in Section
10.06 (including pursuant to any settlement entered into by the Swing Line
Lender in its discretion), each Lender shall pay to the Swing Line Lender its
Pro Rata Share thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the applicable Federal Funds Rate. The Administrative
Agent will make such demand upon the request of the Swing Line Lender.  (e)           Interest for Account of Swing Line Lender. The
Swing Line Lender shall be responsible for invoicing the relevant Borrower for
interest on the Swing Line Loans. Until each Lender funds its Base Rate Loan or
risk participation pursuant to this Section 2.04 to refinance such
Lenders Pro Rata Share of any Swing Line Loan, interest in respect of such Pro
Rata Share shall be solely for the account of the Swing Line Lender.  (f)            Payments Directly to Swing Line Lender. The
relevant Borrower shall make all payments of principal and interest in respect
of the Swing Line Loans directly to the Swing Line Lender.  SECTION 2.05. Prepayments. (a)  Optional.
(i)  Any Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
made to such Borrower, in each case, in whole or in part without premium or
penalty; provided that (A) such notice must be
received by the Administrative Agent not later than 12:00 p.m. (noon) (1) three
(3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(2) on the date of prepayment of Base Rate Loans; (B) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $250,000 in excess thereof or, if less, the entire principal amount
thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in
a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof
or, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment and the Class(es)
and Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each Appropriate  51


Lender
of its receipt of each such notice, and of the amount of such Lenders Pro Rata
Share of such prepayment. If such notice is given by a Borrower, such Borrower
shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together
with any additional amounts required pursuant to Section 3.05. Each
prepayment made by a Borrower in respect of a particular Facility shall be paid
to the Administrative Agent for the account of (and to be promptly disbursed
to) the Appropriate Lenders in accordance with their respective Pro Rata
Shares.  (ii)           Either Borrower may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (1) such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 12:00 p.m. (noon) on the date of the prepayment, and (2) any
such prepayment shall be in a minimum principal amount of $100,000 or, if less,
the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment. If such notice is given by
either Borrower, such Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  (iii)          Notwithstanding anything to the contrary contained in this
Agreement, any relevant Borrower may rescind any notice of prepayment under Section
2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have
resulted from a refinancing of all of the Facilities, which refinancing shall
not be consummated or shall otherwise be delayed.  (b)           Mandatory.(i)If
for any reason the aggregate Outstanding Amount of the Revolving Credit Loans,
the L/C Obligations and Swing Line Loans at any time exceeds the aggregate
Revolving Credit Commitments then in effect, the Borrowers shall promptly
prepay Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the
L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii)
unless after the prepayment in full of the Revolving Credit Loans and Swing Line
Loans such aggregate Outstanding Amount exceeds such aggregate Revolving Credit
Commitments then in effect.  (ii)           If on any date on which a Borrowing Base Certificate or a
Alternative Borrowing Base, as the case may be, is delivered pursuant to Section
6.01(e), the aggregate outstanding balance of the Revolving Credit Loans,
the L/C Obligations and the Swing Line Loans exceeds the Borrowing Base, as
calculated therein, the Borrowers shall, no later than the Business Day
immediately following the date of delivery of such Borrowing Base Certificate
or Alternative Borrowing Base, as applicable, prepay the Revolving Credit Loans
or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided
that the Borrowers shall not be required to Cash Collateralize the L/C
Obligations pursuant to this Section 2.05(b)(ii) unless after the
prepayment in full of the Revolving Credit Loans and Swing Line Loans such
aggregate Outstanding Amount exceeds such aggregate Borrowing Base then in
effect.  (iii)          Funding Losses, Etc. All prepayments under this Section
2.05 shall be made together with, in the case of any such prepayment of a
Eurodollar Rate Loan on a date other than the last day of an Interest Period
therefor, any amounts owing in respect of such Eurodollar Rate Loan, pursuant
to Section 3.05. Notwithstanding any of the other provisions of Section
2.05(b), so long as no Event of Default shall have occurred and be
continuing, if any prepayment of Eurodollar Rate Loans is required to be made
under this Section 2.05(b), other than on the last day of the Interest
Period therefor, the Borrowers may, in their sole discretion, deposit the
amount  52


of any such prepayment otherwise required to be made thereunder into a
Cash Collateral Account until the last day of such Interest Period, at which
time the Administrative Agent shall be authorized (without any further action
by or notice to or from such Borrowers or any other Loan Party) to apply such
amount to the prepayment of such Loans in accordance with this Section 2.05(b).
Upon the occurrence and during the continuance of any Event of Default, the
Administrative Agent shall also be authorized (without any further action by or
notice to or from a Borrower or any other Loan Party) to apply such amount to
the prepayment of the outstanding Loans in accordance with this Section
2.05(b).  SECTION 2.06. Termination
or Reduction of Revolving Credit Commitments. (a)  Optional.
The Borrowers may, upon written notice to the Administrative Agent, terminate
all or any portion of the unused Revolving Credit Commitments under the
Revolving Credit Facility; provided that
(i) any such notice shall be received by the Administrative Agent three (3)
Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount (A) of $1,000,000 or any
whole multiple of $100,000 in excess thereof or (B) equal to the entire
remaining amount of the Revolving Credit Commitments and (iii) if, after giving
effect to any reduction of the Revolving Credit Commitments, (1) the Letter of
Credit Sublimit or the Swing Line Sublimit, as the case may be, exceeds the
amount of the Revolving Credit Commitments, such sublimit shall be
automatically reduced by the amount of such excess. The amount of any such
Revolving Credit Commitment reduction shall not be applied to the Letter of
Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the
Borrowers. Notwithstanding the foregoing, the Borrowers may rescind or postpone
any notice of termination of the Revolving Credit Commitments if such
termination would have resulted from a refinancing of all of the Facilities,
which refinancing shall not be consummated or otherwise shall be delayed.  (b)           Application of Revolving Credit Commitment Reductions;
Payment of Fees. The Administrative Agent will promptly notify the
Appropriate Lenders of any termination or reduction of unused portions of the
Letter of Credit Sublimit or the Swing Line Sublimit or the unused Revolving
Credit Commitments of any Class under this Section 2.06. Upon any
reduction of unused Revolving Credit Commitments of any Class, the Revolving
Credit Commitment of each Lender of such Class shall be reduced by such Lenders
Pro Rata Share of the amount by which such Revolving Credit Commitments are
reduced (other than the termination of the Revolving Credit Commitment of any
Lender as provided in Section 3.07). All commitment fees accrued until
the effective date of any termination of the Aggregate Commitments of any Class
shall be paid to the Appropriate Lenders on the effective date of such
termination.  SECTION 2.07. Repayment
of Loans. (a)  Revolving Credit Loans. Each Borrower
shall repay to the Administrative Agent for the ratable account of the
applicable Lenders on the Maturity Date for the Revolving Credit Facility the
aggregate principal amount of all of its Revolving Credit Loans outstanding on
such date.  (b)           Swing
Line Loans. Each Borrower shall repay the aggregate principal amount of all
of its Swing Line Loans on the Maturity Date for the Revolving Credit Facility.  (c)           Additional Revolving Credit Loans. The relevant
Borrower shall repay the aggregate amount of any Additional Revolving Credit
Loans to the Administrative Agent on the maturity date to be agreed by such
Borrower and the relevant Additional Lenders.  SECTION 2.08. Interest. (a) 
Subject to the provisions of Section 2.08(b), (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate;  53


(ii)
each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the
Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate for Revolving Credit Loans.  (b)While any Event of Default set forth in Section 8.01(a) exists,
each Borrower shall pay interest on the overdue principal amount of all of its
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.  (c)Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.  SECTION 2.09. Fees. In addition to certain fees described in Section
2.03(i) and Section 2.03(j):  (a)           Revolving Credit Commitment Fee. The Borrowers
shall pay to the Administrative Agent for the account of each Lender in
accordance with its Pro Rata Share, a commitment fee (each, a Revolving Credit Commitment Fee and,
collectively, the Revolving Credit
Commitment Fees) equal to the Applicable Commitment Fee Rate times
the actual daily amount by which the aggregate Revolving Credit Commitments
exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans
(exclusive of any Swing Line Loans) and (ii) the Outstanding Amount of L/C
Obligations; provided that any Revolving
Credit Commitment Fee accrued with respect to the Revolving Credit Commitment
of a Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Borrowers
so long as such Lender shall be a Defaulting Lender except to the extent that
such Revolving Credit Commitment Fee shall otherwise have been due and payable
by the Borrowers prior to such time; and provided further
that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit
Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender. The Revolving Credit Commitment Fees shall accrue at all times from the
date hereof until the Maturity Date for the Revolving Credit Facility,
including at any time during which one or more of the conditions in Article
4 is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date for
the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.  (b)           Other Fees. The Borrowers shall pay or cause to be
paid to the Agents such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever (except
as expressly agreed between the Borrowers and the applicable Agent).  SECTION 2.10. Computation
of Interest and Fees.
All computations of interest for Base Rate Loans when the Base Rate is
determined by reference to the Prime Rate as published by Bloomberg Professional
Service Page Prime shall be made on the basis of a year of three hundred and
sixty-five (365) or three hundred and sixty-six (366) days, as the case may be,
and actual days elapsed.  54


All
other computations of fees and interest shall be made on the basis of a three
hundred and sixty (360) day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a
three hundred and sixty-five (365) day year). Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear interest for
one (1) day. Each determination by the Administrative Agent of an interest rate
or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.  SECTION 2.11. Evidence
of Indebtedness. (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and evidenced by one or more entries in the Register maintained by the
Administrative Agent, acting solely for purposes of Treasury Regulation Section
5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and
each Lender shall be prima facie
evidence absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrowers and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with
respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender made through the Administrative Agent, the relevant
Borrowers shall execute and deliver to such Lender (through the Administrative
Agent) a Note payable to such Lender, which shall evidence such Lenders Loans
in addition to such accounts or records. Each Lender may attach schedules to
its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto. Each Borrower and each
Lender agrees from time to time after the occurrence and during the continuance
of an Event of Default under Section 8.01(f) or Section 8.01(g)(i)
to execute and deliver to the Administrative Agent all such Notes or other
promissory notes and other instruments and documents as the Administrative
Agent shall reasonably request to evidence and confirm the respective interests
and obligations of the Lenders after giving effect to any exchange of Lenders
interests pursuant to arrangements relating thereto among the Lenders, and each
Lender agrees to surrender any Notes or other promissory notes originally
received by it in connection with its Loans hereunder to the Administrative
Agent against delivery of any Notes or other promissory notes so executed and
delivered.  (b)           In addition to the accounts and records referred to in Section
2.11(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records and, in the case of the
Administrative Agent, entries in the Register, evidencing the purchases and
sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.  (c)           Entries made in good faith by the Administrative Agent in
the Register pursuant to Section 2.11(a) and Section 2.11(b), and
by each Lender in its account or accounts pursuant to Section 2.11(a)
and Section 2.11(b), shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrowers to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement
and the other Loan Documents, absent manifest error; provided
that the failure of the Administrative Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or
accounts shall not limit or otherwise affect the obligations of the Borrowers
under this Agreement and the other Loan Documents.  55


SECTION 2.12. Payments
Generally. (a)  All payments to be made by the Borrowers
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
Administrative Agents Office in Dollars and in immediately available funds not
later than 2:00 p.m. on the date specified herein. The Administrative Agent
will promptly distribute to each Lender its Pro Rata Share (or other applicable
share as provided herein) of such payment in like funds as received by wire
transfer to such Lenders Lending Office. All payments received by the
Administrative Agent after 4:00 p.m. shall be deemed received on the next
succeeding Business Day in the Administrative Agents sole discretion and any
applicable interest or fee shall continue to accrue to the extent applicable.  (b)           If any payment to be made by any Borrower shall come due
on a day other than a Business Day in relation to such Borrower, payment shall
be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding
Business Day.  (c)           Unless any Borrower or any Lender has notified the
Administrative Agent, prior to the date any payment is required to be made by
it to the Administrative Agent hereunder, that such Borrower or such Lender, as
the case may be, will not make such payment, the Administrative Agent may
assume that such Borrower or such Lender, as the case may be, has timely made
such payment and may (but shall not be so required to), in reliance thereon,
make available a corresponding amount to the Person entitled thereto. If and to
the extent that such payment was not in fact made to the Administrative Agent
in immediately available funds, then:  (i)            if any Borrower failed to make such payment, each Lender
shall forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in immediately available
funds, together with interest thereon in respect of each day from and including
the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is repaid to the Administrative Agent in
immediately available funds at the applicable Federal Funds Rate from time to
time in effect; and  (ii)           if any Lender failed to make such payment, such Lender
shall forthwith on demand pay to the Administrative Agent the amount thereof in
immediately available funds, together with interest thereon for the period from
the date such amount was made available by the Administrative Agent to the
relevant Borrower to the date such amount is recovered by the Administrative
Agent (the Compensation Period)
at a rate per annum equal to the applicable Federal Funds Rate from time to
time in effect. When such Lender makes payment to the Administrative Agent
(together with all accrued interest thereon), then such payment amount
(excluding the amount of any interest which may have accrued and been paid in
respect of such late payment) shall constitute such Lenders Loan included in
the applicable Borrowing. If such Lender does not pay such amount forthwith
upon the Administrative Agents demand therefor, the Administrative Agent may
make a demand therefor upon the relevant Borrower, and the relevant Borrower
shall pay such amount to the Administrative Agent, together with interest
thereon for the Compensation Period at a rate per annum equal to the rate of
interest applicable to the applicable Borrowing. Nothing herein shall be deemed
to relieve any Lender from its obligation to fulfill its Revolving Credit
Commitment or to prejudice any rights which the Administrative Agent or any
Borrower may have against any Lender as a result of any default by such Lender
hereunder.  56


A notice of the
Administrative Agent to any Lender or any relevant Borrower with respect to any
amount owing under this Section 2.12(c) shall be conclusive, absent
manifest error.  (d)           If any Lender makes available to the Administrative Agent
funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article 2, and such funds are not made available to
the relevant Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article 4 are not satisfied or
waived in accordance with the terms hereof, the Administrative Agent shall
return such funds (in like funds as received from such Lender) to such Lender,
without interest.  (e)           The obligations of the Lenders hereunder to make Loans and
to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.  (f)            Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.  (g)           Whenever any payment received by the Administrative Agent
under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Administrative Agent and the Lenders
under or in respect of this Agreement and the other Loan Documents on any date,
such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the order of priority set forth in Section
8.03. If the Administrative Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Lenders in
accordance with such Lenders Pro Rata Share of the sum of (i) the Outstanding
Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of
all L/C Obligations outstanding at such time, in repayment or prepayment of
such of the outstanding Loans or other Obligations then owing to such Lender. In
the absence of a specific determination by the Administrative Agent, payments
shall be applied to amounts then due and payable in the following order: (i) to
fees, expenses of the Agents reimbursable hereunder and Indemnified Liabilities
of the Agents hereunder, (ii) to interest on the Swing Line Loans, (iii) to
principal payments on the Swing Line Loans, (iv) to interest on the Revolving
Credit Loans, (v) to principal payments on the Revolving Credit Loans and to
provide Cash Collateralize L/C Obligations, ratably to the aggregate combined
principal amount of the Revolving Credit Loans and outstanding L/C Obligations,
and (vi) to all other Obligations, including expenses of Lenders hereunder to
the extent reimburseable under Section 10.04 and all Indemnified
Liabilities of Lenders.  SECTION 2.13. Sharing
of Payments. If,
other than as expressly provided elsewhere herein, any Lender shall obtain on
account of the Loans made by it, or the participations in L/C Obligations or in
Swing Line Loans held by it, any payment (whether voluntary, involuntary,
through the exercise of any right of setoff, or otherwise) in excess of its
ratable share (or other share contemplated hereunder) thereof, such Lender
shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Lenders such participations in the Loans made by them and/or
such subparticipations in the participations in L/C Obligations or Swing Line
Loans held by them, as the case may be, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Loans or such
participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment
is thereafter recovered from the purchasing Lender under any of the  57


circumstances
described in Section 10.06 (including pursuant to any settlement entered
into by the purchasing Lender in its discretion), such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lenders ratable share (according to the proportion of (i) the amount of such
paying Lenders required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. Each Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by Law,
exercise all its rights of payment (including the right of setoff, but subject
to Section 10.09) with respect to such participation as fully as if such
Lender were the direct creditor of such Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section 2.13 and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases
a participation pursuant to this Section 2.13 shall from and after such
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.  SECTION 2.14. Increase
in Revolving Credit Commitments. (a)  Upon notice to the Administrative
Agent, at any time after the Closing Date, the Borrowers may request Additional
Revolving Credit Commitments; provided that
(i) after giving effect to any such addition, the aggregate amount of
Additional Revolving Credit Commitments that have been added pursuant to this Section
2.14 shall not exceed $50,000,000, (ii) any such addition shall be in an
aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the final maturity date of any Additional Revolving Credit Loans
shall be no earlier than the Maturity Date for the Revolving Credit Loans, and
(iv) such Additional Revolving Credit Commitments shall be first offered to the
then existing Lenders, which shall have a right of first refusal (but not an
obligation) to increase their revolving Credit Commitments by a pro rata
amount, and any such lenders which become party hereto which are not then
Lenders shall be subject to the approval of the Administrative Agent and the
Borrowers (such approval not to be unreasonably withheld).  (b)           If any Additional Revolving Credit Commitments are added
in accordance with this Section 2.14, the Administrative Agent and the
applicable Borrower shall determine the effective date (the Additional Commitments Effective  Date) and the final amount of such
addition. The Administrative Agent shall promptly notify the applicable
Borrower and the Lenders (which may include Persons reasonably acceptable to
the Administrative Agent and the applicable Borrower that were not Lenders
prior to the Additional Commitments Effective Date) of the final amount of such
addition and the Additional Commitments Effective Date. As a condition
precedent to such addition, the Borrowers shall deliver to the Administrative
Agent a certificate of the Borrowers dated as of the Additional Commitments
Effective Date signed by a Responsible Officer of each Borrower certifying
that, before and after giving effect to such increase, (i) the representations
and warranties contained in Article 5 and the other Loan Documents are
true and correct in all material respects on and as of the Additional
Commitments Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall have
been true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 2.14(b), the
representations and warranties contained in Section 5.05(a) and Section
5.05(b) shall be deemed to refer to the most recent financial statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01,
(ii) no Default or Event of Default exists immediately before or immediately
after giving effect to such addition, (iii) UHS and its Restricted Subsidiaries
shall be in Pro Forma Compliance with the financial covenant set forth in Section
7.11 as of (A) the Additional Commitments Effective Date and (B) the last
day of the most recently ended determination period after giving Pro Forma
Effect to such Additional Revolving Credit  58


Commitment, as applicable,
the making of Additional Revolving Credit Loans, as the case may be, in respect
thereof and any Investment or Disposition to be consummated in connection
therewith. On each Additional Commitments Effective Date, each applicable
Lender, Eligible Assignee or other Person which is providing an Additional
Revolving Credit Commitment shall become a Lender, as applicable, for all
purposes of this Agreement and the other Loan Documents.  (c)           Any other terms of and documentation entered into in
respect of any Additional Revolving Credit Commitments provided, in each case
pursuant to this Section 2.14, to the extent not consistent with the
Revolving Credit Commitments, as the case may be, shall be reasonably
satisfactory to the Administrative Agent. Any Additional Revolving Credit
Commitments, as applicable, made or provided pursuant to this Section 2.14
shall be evidenced by one or more entries in the Register maintained by the
Administrative Agent in accordance with the provisions set forth in Section
2.11.  (d)           This Section 2.14 shall supersede any provisions in
Section 10.01 to the contrary. Notwithstanding any other provision of
any Loan Document, the Loan Documents may be amended by the Administrative
Agent and the Loan Parties, if necessary, to provide for terms applicable to
each Additional Revolving Credit Commitment.  SECTION 2.15. Eligible
Accounts and Eligible Unbilled Accounts. All of the Accounts owned by Borrowers and
their Subsidiaries and reflected in the most recent Borrowing Base Certificate
(to the extent required to be reflected pursuant to Section 6.01(e))
delivered by Borrowers to Administrative Agent shall be Eligible Accounts or,
as applicable, Eligible Unbilled Accounts for purposes of this Agreement,
except any Account to which any of the exclusionary criteria set forth below
applies. Administrative Agent shall have the right, in its commercially
reasonable judgment that there has been a material and adverse change from
historical performance with respect to the value of Eligible Accounts and/or
Eligible Unbilled Accounts, at any time either (a) an Event of Default has
occurred and is then continuing and/or (b) Borrowing Availability is less than
the Borrowing Base Adjustment Limit, to (i) establish, modify or eliminate
Reserves against Eligible Accounts and/or Eligible Unbilled Accounts from time
to time and/or (ii) adjust from time to time any of the criteria set forth
below, establish new criteria and adjust advance rates with respect to Eligible
Accounts and/or Eligible Unbilled Accounts, in each case effective on prior
written notice delivered by Administrative Agent to the Borrowers, the effect
of which, along with any other changes to Reserves, eligibility criteria,
advance rates and the exercise of other Administrative Agent rights under this Section
2.15 and/or under Section 2.16, shall not reduce the Borrowing Base
by an aggregate amount in excess of the Borrowing Base Adjustment Limit. Any
exercise of rights by Administrative Agent pursuant to the immediately
preceding sentence (x) shall be reversed, automatically and without further
action by Administrative Agent, at such time that no Event of Default shall
have occurred and remain continuing and Borrowing Availability, calculated
without giving effect to any actions taken by Administrative Agent pursuant to
the immediately preceding sentence, is greater than the Borrowing Base
Adjustment Limit and (y) subject to the provisions of the immediately preceding
clause (x), shall be subject to the approval of Supermajority Required Lenders
in the case of adjustments, new criteria, changes in advance rates or the
elimination of Reserves which have the effect of making more credit available.  (a)           Eligible Accounts shall not include any Account of any
Borrower or any of its Subsidiaries:  (i)            that does not arise from the sale or rental of goods or
the performance of services by any Borrower or any of its Subsidiaries that are
Loan Parties in the ordinary course of its business and in the amount of the
Account;  59


(ii)           (x) upon which any Borrowers or any Subsidiarys right to
receive payment is not absolute or is contingent upon the fulfillment of any
condition whatsoever or (y) as to which any Borrower or any Subsidiary is not
legally able to bring suit or otherwise enforce its remedies against the
Account Debtor through judicial process;  (iii)          with respect to which an invoice, reasonably acceptable to
Administrative Agent  in form and
substance, has not been sent to the applicable Account Debtor;  (iv)          that (x) is not owned by any Borrower or any Subsidiary or
(y) is subject to any right, claim, security interest or other interest of any
other Person, other than Liens in favor of Administrative Agent, on behalf of
itself and Lenders or Permitted Liens under Section 7.01(b), (c), (h), (j),
(k), (n), (p), (q), (u), (v), (x), (aa) and (bb);  (v)           that is the obligation of an Account Debtor located in a
foreign country other than Canada unless payment thereof is assured by a letter
of credit assigned and delivered to Administrative Agent, reasonably
satisfactory to Administrative Agent as to form, amount and issuer;  (vi)          that arises with respect to goods that are delivered on a
bill and hold, cash on delivery basis or placed on consignment, sale or return,
sale on approval, guaranteed sale or other terms by reason of which the payment
by the Account Debtor is or may be conditional;  (vii)         that is in default, as established upon the occurrence of
any of the following:  (A)the Account is not paid within 90 days
following its original invoice date;  (B)the Account Debtor obligated upon such
Account suspends business, makes a general assignment for the benefit of
creditors or fails to pay its debts generally as they come due; or  (C)a petition is filed by or against any Account
Debtor obligated upon such Account under any bankruptcy law or any other
federal, state or foreign (including any provincial) receivership, insolvency
relief or other law or laws for the relief of debtors;  (viii)        as to which Administrative Agents Lien
thereon, on behalf of itself and Lenders, is not a first priority perfected
Lien;  (ix)           as to which any of the representations or warranties in
the Loan Documents are untrue;  (x)            to the extent such Account is evidenced by a judgment,
Instrument or Chattel Paper (unless such Chattel Paper has been delivered to
the Collateral Agent or bears the legend set forth in Section 4 of the Security
Agreement);  (xi)           to the extent that both (x) the Account represents a
progress billing consisting of an invoice for goods sold or used or services
rendered pursuant to a contract under which the Account Debtors obligation to
pay that invoice is subject to any Borrowers or any Subsidiarys completion of
further performance under such contract or is subject to the equitable lien of
a surety bond issuer and (y) the aggregate face amount of all Accounts
described in this clause (xi) exceeds $500,000;  60


(xii)          to the extent that any defense, counterclaim, setoff or
dispute has been asserted as to such Account, up to the amount of the defense,
counterclaim, setoff or dispute so asserted;  (xiii)         that arises from a sale or rental to
any director, officer, other employee or Affiliate of any Loan Party, or to any
entity that has any common officer or director with any Loan Party (it being
understood and agreed that sales to any portfolio companies of Sponsor shall
not be excluded from the category of Eligible Accounts solely by operation of
this clause (xiii));  (xiv)        to the extent that both (x) the Account is the obligation of
an Account Debtor that is the United States government, or any department,
agency or instrumentality thereof, unless the Administrative Agent, in its sole
discretion, has agreed to the contrary in writing and the relevant Borrower or
a Subsidiary, if necessary or desirable, has complied with respect to such
obligation with the Federal Assignment of Claims Act of 1940, and (y) the
aggregate face amount of all Accounts described in this clause (xiv) and in
clause (b)(xiv) below with respect to Unbilled Accounts, exceed $1,000,000;  (xv)         unless the aggregate amount for all Account Debtors would
not in the reasonable determination of the Borrowers exceed $250,000, to the
extent any Borrower or any Subsidiary is liable for goods sold or services
rendered by the applicable Account Debtor to any Borrower or any Subsidiary but
only to the extent of the potential offset;  (xvi)        that is the obligation of an Account Debtor if fifty percent
(50%) or more of the Dollar amount of all Accounts owing by that Account Debtor
are ineligible under the other criteria set forth in this Section 2.15;
or  (xvii)       to the extent that such Account, together
with all other Accounts owing by such Account Debtor and its Affiliates as of
any date of determination exceed ten percent (10%) of all Eligible Accounts
and/or all Eligible Unbilled Accounts.  (b)           Eligible Unbilled Accounts shall not include any Account
of any Borrower or any of its Subsidiaries:  (i)            that does not arise from the sale or rental of goods or
the performance of services by any Borrower or any of its Subsidiaries in the
ordinary course of its business and in the amount of the Account ;  (ii)           (x) upon which any Borrowers or any Subsidiarys right to
receive payment is not absolute or is contingent upon the fulfillment of any
condition whatsoever (other than the issuance of an invoice) or (y) as to which
any Borrower or any Subsidiary is not legally able to bring suit or otherwise
enforce its remedies against the Account Debtor through judicial process;  (iii)          that is not an Unbilled Account;  (iv)          that (x) is not owned by any Borrower or any Subsidiary or
(y) is subject to any right, claim, security interest or other interest of any
other Person, other than Liens in favor of the Collateral Agent, on behalf of
itself and Lenders;  (v)           that is the obligation of an Account Debtor located in a
foreign country other than Canada unless payment thereof is assured by a letter
of credit assigned and delivered to the Collateral Agent, reasonably
satisfactory to the Collateral Agent as to form, amount and issuer;  61


(vi)          that arises with respect to goods that are delivered on a
bill and hold, cash on delivery basis or placed on consignment, sale or return,
sale on approval, guaranteed sale or other terms by reason of which the payment
by the Account Debtor is or may be conditional;  (vii)         that is in default, as established upon the occurrence of
any of the following:  (A)          the
Account Debtor obligated upon such Account suspends business, makes a general
assignment for the benefit of creditors or fails to pay its debts generally as
they come due; or  (B)           a
petition is filed by or against any Account Debtor obligated upon such Account
under any bankruptcy law or any other federal, state or foreign (including any
provincial) receivership, insolvency relief or other law or laws for the relief
of debtors;  (C)           as
to which the Collateral Agents Lien thereon, on behalf of itself and Lenders,
is not a first priority perfected Lien;  (viii)        as to which any of the representations
or warranties in the Loan Documents are untrue;  (ix)           to the extent such Account is evidenced by a judgment,
Instrument or Chattel Paper (unless such Chattel Paper has been delivered to
the Collateral Agent or bears the legend set forth in Section 4 of the Security
Agreement);  (x)            that has remained an Unbilled Account for more than seven
(7) Business Days following the date of the Borrowing Base Certificate that
includes such Unbilled Accounts as Eligible Unbilled Accounts.  (xi)           to the extent that both (x) the Account represents a
progress billing consisting of an invoice for goods sold or used or services
rendered pursuant to a contact under which the Account Debtors obligation to
pay that invoice is subject to any Borrowers or any Subsidiarys completion of
further performance under such contract or is subject to the equitable lien of
a surety bond issuer and (y) that aggregate face amount of all Accounts
described in this clause (xi) exceeds $500,000;  (xii)          to the extent that any defense, counterclaim, setoff or
dispute has been asserted as to such Account, up to the amount of the defense,
counterclaim, setoff or dispute so asserted;  (xiii)         that arises from a sale or rental to
any director, officer, other employee or Affiliate of any Loan Party, or to any
entity that has any common officer or director with any Loan Party (it being
understood and agreed that sales to any portfolio companies of Sponsor shall
not be excluded from the category of Eligible Accounts solely by operation of
this clause (xiii));  (xiv)        to the extent that both (x) the Account is the obligation of
an Account Debtor that is the United States government, or any department,
agency or instrumentality thereof, unless the Administrative Agent, in its sole
discretion, has agreed to the contrary in writing and the relevant Borrower or
a Subsidiary, if necessary or desirable, has complied with respect to such
obligation with the Federal Assignment of Claims Act of 1940, and (y) the
aggregate face amount of all Accounts described in this clause (xiv) and in
clause (a)(xiv) above with respect to Billed Accounts, exceed $1,000,000;  62


(xv)         unless the aggregate amount for all Account Debtors would
not in the reasonable determination of the Borrowers exceed $250,000, to the
extent any Borrower or any Subsidiary is liable for goods sold or services
rendered by the applicable Account Debtor to any Borrower or any Subsidiary but
only to the extent of the potential offset;  (xvi)        that is the obligation of an Account Debtor if fifty percent
(50%) or more of the Dollar amount of all Accounts owing by that Account Debtor
are ineligible under the other criteria set forth in this Section 2.15;  (xvii)       to the extent that such Account, together
with all other Accounts owing by such Account Debtor and its Affiliates as of
any date of determination exceed ten percent (10%) of all Eligible Accounts
and/or all Eligible Unbilled Accounts.  SECTION 2.16. Eligible
Rental Equipment, Eligible Wholesale Disposables and Eligible Equipment
Disposables.  . All of the Rental
Equipment, Wholesale Disposables and Equipment Disposables owned by any
Borrower or any of its Subsidiaries and reflected in the most recent Borrowing
Base Certificate (to the extent required to be reflected pursuant to Section
6.01(e)) delivered by Borrowers to Administrative Agent shall be Eligible
Rental Equipment, Eligible Wholesale Disposables and Eligible Equipment
Disposables for purposes of this Agreement, respectively, except any Inventory
or Equipment (as applicable) to which any of the exclusionary criteria set
forth below applies. Administrative Agent shall have the right, in its
commercially reasonable judgment that there has been a material and adverse
change from historical performance with respect to the value of Eligible Rental
Equipment, Eligible Wholesale Disposables and/or Eligible Equipment
Disposables, at any time either (x) an Event of Default has occurred and is
then continuing and/or (y) Borrowing Availability is less than the Borrowing
Base Adjustment Limit, to (i) establish, modify or eliminate Reserves against
Eligible Rental Equipment, Eligible Wholesale Disposables and Eligible
Equipment Disposables from time to time, and/or (ii) adjust from time to time
any of the criteria set forth below, establish new criteria and adjust advance
rates with respect to Eligible Rental Equipment, Eligible Wholesale Disposables
and Eligible Equipment Disposables, in each case effective on prior written
notice delivered by the Administrative Agent to Borrowers, the effect of which,
along with any other changes to Reserves, eligibility criteria, advance rates
and the exercise of other Administrative Agent rights under this Section
2.15 and/or under Section 2.16, shall not reduce the Borrowing Base
by an aggregate amount in excess of the Borrowing Base Adjustment Limit. Any
exercise of rights by Administrative Agent pursuant to the immediately
preceding sentence (A) shall be reversed, automatically and without further
action by Administrative Agent, at such time that no Event of Default shall
have occurred and remain continuing and Borrowing Availability, calculated
without giving effect to any actions taken by Administrative Agent pursuant to
the immediately preceding sentence, is greater than the Borrowing Base
Adjustment Limit and (B) subject to the provisions of the immediately preceding
clause (A), shall be subject to the approval of (i) Supermajority Required
Lenders in the case of adjustments, new criteria, changes in advance rates or
the elimination of Reserves which have the effect of making more credit
available and (ii) Supermajority Required Lenders in the case of adjustments,
new criteria, changes in advance rates or the elimination of Reserves, the
effect of which is to make credit available to Borrowers in respect of Rental
Equipment, Wholesale Disposables and Equipment Disposables in excess of eighty
five percent (85%) of the orderly liquidation value of such assets as reflected
in the appraisal of such assets most recently conducted by or at the request of
Administrative Agent. If any Eligible Wholesale Deliverables or Eligible Equipment
Disposables are located at any leased location of Borrowers, the Administrative
Agent shall have the right, in its commercially reasonable judgment, to
establish Lease Payment Reserves against such Eligible Wholesale Deliverables
and/or Eligible Equipment Disposables effective upon five (5) days prior
written notice delivered by the Administrative Agent to the Borrowers. Eligible
Rental Equipment, Eligible  63


Wholesale Disposables and
Eligible Equipment Disposables shall not include any Inventory or Equipment of
any Borrower or any of its Subsidiaries that:  (a)           is not owned by a Borrower or a Subsidiary free and clear
of all Liens and rights of any other Person (including the rights of a
purchaser that has made progress payments and the rights of a surety that has
issued a bond to assure any Borrowers or any Subsidiarys performance with
respect to any Inventory, but excluding the rights of any customer under a
customer contract entered into by any Borrower in the ordinary course of
business and consistent with past practices), except the Liens in favor of the
Collateral Agent, on behalf of itself and Lenders, and Permitted Liens under Section
7.01(b), (c), (h), (j), (k), (n), (p), (q), (u), (v), (x), (aa) and (bb), provided that such Permitted Liens are
junior to the Liens in favor of the Collateral Agent, on behalf of itself and
Lenders;  (b)           is covered by a negotiable document of title, unless such
document has been delivered to the Collateral Agent with all necessary
endorsements, free and clear of all Liens except those in favor of the
Collateral Agent and Lenders;  (c)           is unrentable, obsolete, or slow moving;  (d)           consists of display items or packing or shipping
materials, manufacturing supplies or work in process Inventory;  (e)           is not of a type held for sale or rent in the ordinary
course of any Borrowers or any Subsidiarys business;  (f)            is not subject to a first priority lien in favor of the
Collateral Agent on behalf of itself and Lenders, subject to Permitted Liens
under Section 7.01(e) in favor of landlords and bailees;  (g)           breaches any of the representations or warranties
pertaining to Inventory set forth in the Loan Documents;  (h)           is not in compliance with Environmental Laws;  (i)            is not covered by casualty insurance reasonably
acceptable to the Administrative Agent;  (j)            is not located in the United States of America or Canada;
or  (k)           is placed on consignment, sale or return or sale on
approval.  ARTICLE 3  TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY SECTION 3.01. Taxes. (a)  Except as provided in this Section 3.01,
any and all payments by any Borrower to or for the account of any Agent or any
Lender under any Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and all
liabilities (including additions to tax, penalties and interest) with respect
thereto, excluding, in the case
of each Agent and each Lender, (i) taxes imposed on or measured by its net
income and franchise (and similar) taxes imposed on it in lieu of net income
taxes, by the United States and the jurisdiction (or any political subdivision
thereof) under the Laws of which such Agent or such Lender, as the case may be,
is organized or in which its principal office is located or in the case of any
Lender, in which its Lending Office is  64


located, and (ii) any branch profits tax imposed by the United States,
and all liabilities (including additions to tax, penalties and interest) with
respect thereto (all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as Taxes).
If any Borrower shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to any Agent or any Lender,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.01), each of such Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable Laws, and (iv) within thirty (30) days
after the date of such payment, such Borrower shall furnish to such Agent or
Lender (as the case may be) the original or a certified copy of a receipt
evidencing payment thereof to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent; providedthat
no Borrower shall be obligated to make any such payment to any Agent or any
Lender (as the case may be) in respect of penalties, interest and other
liabilities attributable to Taxes or Other Taxes if and to the extent that such
penalties, interest and other liabilities are attributable to the gross
negligence or willful misconduct of such Agent or such Lender (as the case may
be); provided further that if any
Borrower reasonably believes that such taxes were not correctly or legally
asserted by any Agent or Any Lender, such Agent or such Lender, as the case may
be, will use reasonable efforts to cooperate with the Borrowers to obtain a
refund of such taxes so long as such efforts would not, in the sole
determination of the Agent or such Lender (as the case may be) result in any
additional costs, expenses or risks or be otherwise disadvantageous to it.  (b)           In addition, each Borrower agrees to pay any and all
present or future stamp, court or documentary taxes and any other excise,
property, intangible or mortgage recording taxes or charges or similar levies
which arise from any payment made under any Loan Document or from the
execution, delivery, performance, enforcement or registration of, or otherwise with
respect to, any Loan Document (hereinafter referred to as Other Taxes).  (c)           Each Borrower agrees to indemnify each Agent and each
Lender for (i) the full amount of Taxes and Other Taxes(including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 3.01) paid by such Agent and such Lender, and (ii) any
liability (including additions to tax, penalties, interest and expenses)
arising therefrom or with respect thereto, in each case whether or not such Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided
that such Agent or Lender, as the case may be, provides such Borrower with a
written statement thereof setting forth in reasonable detail the basis and
calculation of such amounts. Payment under this Section 3.01(c) shall be
made within thirty (30) days after the date such Lender or such Agent makes a
written demand therefor. Notwithstanding anything contained in this Section
3.01 to the contrary, the Borrowers shall be under no obligation to any
Agent or any Lender with respect to any additional amounts described in
subsections (a), (b) and (c) of this Section 3.01 to the extent incurred
prior to the one hundred-eightieth (180th) day preceding the date on which the
Borrowers received notice by such Agent or such Lender of such additional
amounts, unless the requirement resulting in such additional amounts becomes
effective during such 180 day period and retroactively applies to a date
occurring prior to such 180 day period, in which case the Borrowers shall be
responsible for all such additional amounts described in subsections (a), (b)
and (c) of this Section 3.01 from and after such date of effectiveness.  (d)           No Borrower shall be required pursuant to this Section
3.01 to pay any additional amount to, or to indemnify, any Lender or Agent,
as the case may be, to the extent that such Lender or such Agent becomes
subject to Taxes subsequent to the Closing Date (or, if later, the date such
Lender or Agent becomes a party to this Agreement) as a result of a change in
the place of organization of such Lender or  65


Agent or a change in the
Lending Office of such Lender, except to the extent that any such change is
requested or required in writing by any Borrower (and provided that nothing in this clause
(d) shall be construed as relieving any Borrower from any obligation to
make such payments or indemnification in the event of a change in Lending
Office or place of organization that precedes a change in Law to the extent
such Taxes result from a change in Law).  (e)           If a Lender or an Agent is subject to United States
withholding tax at a rate in excess of zero percent at the time such Lender or
such Agent, as the case may be, first becomes a party to this Agreement,
withholding tax at such rate (or at a lesser rate to which such Lender or Agent
is entitled under an applicable treaty) at such time shall be considered
excluded from Taxes; provided
that, if at the date of the Assignment and Assumption pursuant to which a
Lender becomes a party to this Agreement, the Lender assignor was entitled to
payments under clause (a) of this Section 3.01 in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender assignee on such date. Any Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located or any treaty to which the Netherlands is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the appropriate Agent), at the reasonable written request of the
Borrower, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate; provided that
such Lender is legally entitled to complete, execute and deliver such
documentation and in such Lenders judgment such completion, execution or
delivery would not materially prejudice the legal position of such Lender; and provided further, that if any form or
document referred to in this Section 3.01 requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by the relevant taxing authority, that
the applicable Lender or Agent considers to be confidential, such Lender or
Agent shall give notice thereof to the Borrower and shall not be obligated to
include in such form or document such confidential information.  (f)            If any Lender or Agent shall become aware that it is
entitled to receive a refund in respect of amounts paid by any Borrower
pursuant to this Section 3.01, which refund in the good faith judgment
of such Lender or Agent is allocable to such payment, it shall promptly notify
such Borrower of the availability of such refund and shall, within thirty (30)
days thereafter, apply for such refund; provided
that in the sole judgment of the Lender or Agent, applying for such refund
would not cause such Person to suffer any material economic, legal or
regulatory disadvantage. If any Lender or Agent receives a refund in respect of
any Taxes or Other Taxes as to which indemnification or additional amounts have
been paid to it by any Borrower pursuant to this Section 3.01, it shall
promptly remit such refund (including any interest included in such refund) to
such Borrower (to the extent that it determines that it can do so without
prejudice to the retention of the refund), net of all reasonable out-of-pocket
expenses of the Lender or Agent, as the case may be; provided that such Borrower, upon the request of the Lender
or Agent, as the case may be, agrees promptly to return such refund to such
party in the event such party is required to repay such refund to the relevant
taxing authority. Such Lender or Agent, as the case may be, shall, at such
Borrowers request, provide such Borrower with a copy of any notice of
assessment or other evidence of the requirement to repay such refund received
from the relevant taxing authority (provided
that such Lender or Agent may delete any information therein that such Lender
or Agent deems confidential). Nothing herein contained shall interfere with the
right of a Lender or Agent to arrange its tax affairs in whatever manner it
thinks fit nor oblige any Lender or Agent to claim any tax refund or to
disclose any information relating to its tax affairs or any computations in
respect thereof or require any Lender or Agent to do anything that would
prejudice its ability to benefit from any other refunds, credits, reliefs,
remissions or repayments to which it may be entitled.  66


(g)Each Lender agrees that, upon the occurrence of any event giving rise
to the operation of Section 3.01(a) or Section 3.01(c) with
respect to such Lender it will, if requested by the relevant Borrower, use
commercially reasonable efforts (subject to such Lenders overall internal
policies of general application and legal and regulatory restrictions) to avoid
the consequences of such event, including to designate another Lending Office
for any Loan or Letter of Credit affected by such event; provided
that such efforts are made on terms that, in the reasonable judgment of such
Lender, cause such Lender and its Lending Office(s) to suffer no material
economic, legal or regulatory disadvantage, and provided
further that nothing in this Section 3.01(g) shall affect or
postpone any of the Obligations of any Borrower or the rights of the Lender
pursuant to Section 3.01(a) and Section 3.01(c).  SECTION 3.02. Illegality. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrowers
through the Administrative Agent, any obligation of such Lender to make
Eurodollar Rate Loans or continue Eurodollar Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies
the Administrative Agent and the Borrowers that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, each such
Borrower (i) may revoke any pending request for a Borrowing of, conversion to,
or continuation of Eurodollar Rate Loans or (ii) shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert
all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, each such Borrower shall also pay accrued interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.  SECTION 3.03. Inability
to Determine Rates.
If the Required Lenders determine that for any reason adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan or that the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, or that Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
the Interest Period of such Eurodollar Rate Loan the Administrative Agent will
promptly so notify each Borrower and each Lender. Thereafter, the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, each Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.  SECTION 3.04. Increased
Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) 
If any Lender reasonably determines in good faith that as a result of
the introduction of or any change in or in the interpretation of any Law, in
each case after the date hereof, or such Lenders compliance therewith, there
shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or
participating in Letters of Credit, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding
for purposes of this Section 3.04(a) any such increased costs or
reduction in amount resulting from (i) taxes (as to which Section 3.01
shall govern), (ii) changes in the basis of taxation of overall net income or
overall gross income (including branch profits), and franchise (and similar)
taxes imposed in lieu of net income taxes, by the United States or any foreign  67


jurisdiction
or any political subdivision of either thereof under the Laws of which such
Lender is organized or maintains a Lending Office and (iii) reserve
requirements contemplated by Section 3.04(c), then from time to time
each such Borrower (A) may revoke any pending request for a Borrowing of
Eurodollar Rate Loans conversion to or continuation of Eurodollar Rate Loans or
(B) within thirty (30) days after written demand by such Lender setting forth
in reasonable detail such increased costs or reduction (with a copy of such
demand to the Administrative Agent given in accordance with Section 3.06),
the relevant Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction.  (b)If any Lender reasonably determines in good faith that the introduction
of any Law regarding capital adequacy or any change therein or in the
interpretation thereof, in each case after the date hereof, or compliance by
such Lender (or its Lending Office) therewith, has the effect of reducing the
rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of such Lenders obligations hereunder (taking
into consideration its policies with respect to capital adequacy and such
Lenders desired return on capital), then from time to time (i) each such
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans, (ii) within thirty (30) days after
written demand by such Lender setting forth in reasonable detail the charge and
the calculation of such reduced rate of return (with a copy of such demand to the
Administrative Agent given in accordance with Section 3.06), the
relevant Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction.  (c)Each Borrower shall pay to each Lender, (i) as long as such Lender
shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
Eurocurrency liabilities), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive in the absence of manifest
error), and (ii) as long as such Lender shall be required to comply with any
reserve ratio requirement or analogous requirement of any other central banking
or financial regulatory authority imposed in respect of the maintenance of the
Revolving Credit Commitments or the funding of the Eurodollar Rate Loans such
additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs
allocated to such Revolving Credit Commitment or Loan by such Lender (as
determined by such Lender in good faith, which determination shall be
conclusive absent manifest error) which in each case shall be due and payable
on each date on which interest is payable on such Loan; provided
such Borrower shall have received at least thirty (30) days prior notice (with
a copy to the Administrative Agent) of such additional interest or cost from
such Lender. If a Lender fails to give notice thirty (30) days prior to the
relevant Interest Payment Date, such additional interest or cost shall be due
and payable thirty (30) days from receipt of such notice.  (d)No Borrower shall be required to compensate a Lender pursuant to Section
3.04(a), Section 3.04(b) or Section 3.04(c) for any such
increased cost or reduction incurred more than ninety (90) days prior to the date
that such Lender demands, or notifies such Borrower of its intention to demand,
compensation therefor; provided that,
if the circumstance giving rise to such increased cost or reduction is
retroactive, then such 90-day period referred to above shall be extended to
include the period of retroactive effect thereof.  (e)If any Lender requests compensation under this Section 3.04,
then such Lender will, if requested by the relevant Borrower, use commercially
reasonable efforts to designate another Lending Office for any Loan or Letter
of Credit affected by such event; provided that
such efforts are made on terms that, in the reasonable judgment of such Lender,
cause such Lender and its Lending Office(s) to suffer no material economic,
legal or regulatory disadvantage, and provided further
that nothing in this  68


Section 3.04(e) shall affect or postpone any of the
Obligations of any Borrower or the rights of such Lender pursuant to Section
3.04(a), Section 3.04(b), Section 3.04(c) or Section
3.04(d).  SECTION 3.05. Funding
Losses. Upon demand
of any Lender from time to time, each Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:  (a)any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or  (b)any failure by any Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by such
Borrower;  including any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  For purposes of calculating
amounts payable by a Borrower to the Lenders under this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Rate for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.  SECTION 3.06. Matters
Applicable to Requests for Compensation. (a) 
Any Agent or any Lender claiming compensation under this Article 3
shall deliver a certificate to the applicable Borrower setting forth in
reasonable detail the additional amount or amounts to be paid to it hereunder,
which shall be conclusive in the absence of manifest error. In determining such
amount, such Agent or such Lender may use any reasonable averaging and
attribution methods.  (b)With respect to any Lenders claim for compensation under Section
3.02, Section 3.03 or Section 3.04, no Borrower shall be
required to compensate such Lender for any amount incurred more than ninety
(90) days prior to the date that such Lender notifies the relevant Borrower of
the event that gives rise to such claim; provided that,
if the circumstance giving rise to such increased cost or reduction is
retroactive, then such 90-day period referred to above shall be extended to
include the period of retroactive effect thereof. If any Lender requests
compensation by a Borrower under Section 3.04, such Borrower may,
by notice to such Lender (with a copy to the Administrative Agent), suspend the
obligation of such Lender to make or continue Eurodollar Rate Loans from one
Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate
Loans, until the event or condition giving rise to such request ceases to be in
effect (in which case the provisions of Section 3.06(c) shall be
applicable); provided that such suspension
shall not affect the right of such Lender to receive the compensation so
requested.  (c)If the obligation of any Lender to make or continue any Eurodollar Rate
Loan from one Interest Period to another, or to convert Base Rate Loans into
Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b)
hereof, such Lenders Eurodollar Rate Loans shall be automatically converted
into Base Rate Loans on the last day(s) of the then current Interest Period(s)
for such Eurodollar Rate Loans (or, in the case of an immediate conversion
required by Section 3.02, on such earlier date as required by Law) and,
unless and until such Lender gives notice as provided below that the
circumstances specified in Section 3.01, Section 3.02, Section
3.03 or Section 3.04 hereof that gave rise to such conversion no
longer exist:  69


(i)to the extent that such Lenders Eurodollar
Rate Loans have been so converted, all payments and prepayments of principal
that would otherwise be applied to such Lenders Eurodollar Rate Loans shall be
applied instead to its Base Rate Loans; and  (ii)all Loans that would otherwise be made or continued as Eurodollar Rate
Loans from one Interest Period to another by such Lender shall be made or
continued instead as Base Rate Loans, and all Base Rate Loans of such Lender
that would otherwise be converted into Eurodollar Rate Loans shall remain as
Base Rate Loans.  (d)If any Lender gives notice to a Borrower (with a copy to the
Administrative Agent) that the circumstances specified in Section 3.01, Section
3.02, Section 3.03 or Section 3.04 hereof that gave rise to
the conversion of such Lenders Eurodollar Rate Loans pursuant to this Section
3.06 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by
other Lenders are outstanding, such Lenders Base Rate Loans shall be
automatically converted irrespective of whether such conversion results in
greater than twenty-five (25)Interest
Periods being outstanding under this Agreement, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to
the extent necessary so that, after giving effect thereto, all Loans held by
the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata
(as to principal amounts, interest rate basis, and Interest Periods) in
accordance with their respective Revolving Credit Commitments.  SECTION 3.07. Replacement
of Lenders Under Certain Circumstances. (a)  If at any time (x) any
Borrower becomes obligated to pay additional amounts or indemnity payments
described in Section 3.01 or Section 3.04 as a result of any
condition described in such Sections or any Lender ceases to make Eurodollar
Rate Loans as a result of any condition described in Section 3.02 or Section
3.04, (y) any Lender becomes a Defaulting Lender or (z) any Lender becomes
a Non Consenting Lender, then such Borrower may, on five (5) Business Days
prior written notice to the Administrative Agent and such Lender, replace such
Lender (in its capacity as a Lender under the applicable Facility, if the
underlying matter in respect of which such Lender has become a Non-Consenting
Lender relates to a certain Class of Loans or Revolving Credit Commitments) by
causing such Lender to (and such Lender shall be obligated to) assign pursuant
to Section 10.07(b) (with the assignment fee to be paid by such Borrower
in such instance) all of its rights and obligations under this Agreement (in
respect of the applicable Class of Loans or Revolving Credit Commitments if the
underlying matter in respect of which such Lender has become a Non-Consenting
Lender relates to a certain Class of Loans or Revolving Credit Commitments) to
one or more Eligible Assignees; provided that
(A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders,
the replacement Lender shall agree to the consent, waiver or amendment to which
the Non-Consenting Lender did not agree and (B) neither the Administrative
Agent nor any Lender shall have any obligation to any Borrower to find a
replacement Lender or other such Person.  (b)Any Lender being replaced pursuant to Section 3.07(a) above shall
(i) execute and deliver an Assignment and Assumption with respect to such
Lenders Revolving Credit Commitment and outstanding Loans of the applicable
Class and, if applicable, participations in L/C Obligations and Swing Line
Loans, and (ii) deliver any Notes evidencing such Loans to the relevant
Borrower or the Administrative Agent. Pursuant to such Assignment and
Assumption, (i) the assignee Lender shall acquire all or a portion, as the case
may be, of the assigning Lenders Revolving Credit Commitment and outstanding
Loans of the applicable Class and, if applicable, participations in L/C
Obligations and Swing Line Loans, (ii) all obligations of the Borrowers owing
to the assigning Lender relating to the Loans and participations so assigned
shall be paid in full by the assignee Lender to such assigning Lender
concurrently with such assignment and assumption and (iii) upon such payment
and, if so requested by the assignee Lender, delivery to the assignee Lender of
the appropriate Note or Notes executed by the  70


relevant Borrower, the
assignee Lender shall become a Lender hereunder and the assigning Lender shall
cease to constitute a Lender hereunder with respect to such assigned Loans,
Revolving Credit Commitments and participations, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
assigning Lender.  (c)Notwithstanding anything to the contrary contained above, (i) the
Lender that acts as the L/C Issuer may not be replaced hereunder at any time
that it has any Letter of Credit outstanding hereunder unless arrangements
reasonably satisfactory to such L/C Issuer (including the furnishing of a
back-up standby letter of credit in form and substance, and issued by an issuer
reasonably satisfactory to such L/C Issuer or the depositing of cash collateral
into a cash collateral account in amounts and pursuant to arrangements
reasonably satisfactory to such L/C Issuer) have been made with respect to such
outstanding Letter of Credit and (ii) the Lender that acts as the
Administrative Agent may not be replaced in such capacity hereunder except in
accordance with the terms of Section 9.06.  (d)In the event that (i) the Borrowers or the Administrative Agent has
requested the Lenders to consent to a departure or waiver of any provisions of
the Loan Documents or to agree to any amendment thereto, (ii) the consent,
waiver or amendment in question requires the agreement of all affected Lenders
in accordance with the terms of Section 10.01 or all the Lenders with
respect to a certain Class of Loans or Revolving Credit Commitments and (iii)
the Required Lenders have agreed to such consent, waiver or amendment, then any
Lender who does not agree to such consent, waiver or amendment shall be deemed
a Non-Consenting Lender.  SECTION 3.08. Survival. All of the Borrowers obligations under
this Article 3 shall survive termination of the Aggregate Commitments
and repayment of all other Obligations hereunder.  ARTICLE 4  CONDITIONS PRECEDENT  SECTION 4.01. Conditions
Precedent to Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction (or waiver) of the following conditions
precedent:  (a)The Administrative Agents receipt of the following, each of which
shall be originals or facsimiles or pdf electronic copies (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party, each in form and substance reasonably
satisfactory to the Administrative Agent:  (i)executed counterparts of this Agreement;  (ii)executed counterparts of each Guaranty;  (iii)a Note executed by the relevant Borrower in favor of each Lender
requesting a Note, if any;  (iv)the Security Agreement, duly executed by each of the relevant Loan
Parties, together with, if applicable:  (A)appropriate instruments of transfer and instruments evidencing the
Pledged Debt, if any, indorsed in blank, and  71


(B)copies of all searches with respect to the Collateral, together with
copies of the financing statements (or similar documents) disclosed by such
searches, and accompanied by evidence reasonably satisfactory to the
Administrative Agent that the Liens indicated in any such financing statement
(or similar document) would be permitted by Section 7.01 or have been or
contemporaneously will be released or terminated or otherwise provided for in a
manner reasonably satisfactory to the Administrative Agent, and all proper
financing statements, duly prepared for filing under the Uniform Commercial
Code or other applicable Law in all jurisdictions necessary in order to perfect
and protect the Liens created under the Security Agreement under US Law,
covering the Collateral of the relevant Borrower described in the Security
Agreement;  (v)one or more Intellectual Property Security Agreements, duly executed by
each of the relevant Borrowers, together with evidence that all action, to the
extent reasonably feasible and requested by the Administrative Agent, that is
reasonably necessary in order to perfect and protect the Liens on Material
Intellectual Property created under the Intellectual Property Security
Agreement under US law has been taken;  (vi)deeds of trust, trust deeds and mortgages in a form reasonably
satisfactory to the Administrative Agent (with such changes as may be
reasonably satisfactory to the Administrative Agent to account for local law
matters) and covering the fee owned properties identified to be mortgaged on Schedule
5.07(c) (together with the Assignments of Leases and Rents referred to
therein and each other mortgage delivered pursuant to Section 6.12, in
each case as amended, the Mortgages),
duly executed by the appropriate Loan Party, together with:  (A)evidence that
counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may reasonably deem necessary
in order to create a valid first and subsisting Lien on the property described
therein in favor of the Administrative Agent for the benefit of the Secured
Parties and that all filing and recording taxes and fees have been paid,  (B)fully paid
Policy of Title Insurance with such extended coverage as is available pursuant
to the underwriting requirements of the Title Company (to be substantially
similar to that provided under an ALTA Extended form policy) (the Mortgage Policies) in form and substance,
with endorsements and in amounts reasonably acceptable to the Administrative
Agent, issued by Chicago Title Insurance Company (CTIC), insuring the Mortgages to be valid first and
subsisting Liens on the property described therein, free and clear of all
defects (including, but not limited to, mechanics and materialmens Liens) and
encumbrances, excepting only Permitted Encumbrances and other Liens permitted
under the Loan Documents, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents and for mechanics
and materialmens Liens),  (C)any surveys or maps, for which all necessary fees (where applicable)
shall have been paid, as may be required for CTIC to provide the Administrative
Agent with extended coverage on the Administrative Agents loan title policies,  (D)engineering,
soils and other reports as to the properties described in the Mortgages to the
extent any such reports have been prepared at the request of, or are available
to, the applicable Loan Party,  72


(E)evidence of the insurance required by the terms of the Mortgages, and  (vii)evidence that all other action that the Administrative Agent may
reasonably deem necessary in order to create valid first and subsisting Liens
on the property described in the Mortgages has been taken;  (viii)evidence that all insurance (including without limitation title
insurance) required to be maintained pursuant to the Loan Documents has been
obtained and is in effect and that the Administrative Agent has been named as
loss payee under each property insurance policy with respect to such insurance
as to which the Administrative Agent shall have requested to be so named;  (ix)a Request for Credit Extension relating to the initial Credit
Extensions in accordance with the requirements hereof;  (x)an opinion of Kirkland & Ellis LLP,
special counsel to the Loan Parties in the form of Exhibit H, addressed
to each Agent and each Lender and in form and substance reasonably satisfactory
to the Administrative Agent;  (xi)such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or
formed, validly existing, in good standing and qualified to engage in business
in its jurisdiction of organization;  (xii)such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each Loan
Party as the Administrative Agent may reasonably require evidencing the
identity, authority and capacity of each Responsible Officer of such Loan Party
authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party;  (xiii)certified copies of each of (A) the Senior Notes Documents, (B) the
Senior PIK/Toggle Notes Documents and (C) the Equity Contribution Agreement,
each in form and substance reasonably satisfactory to the Administrative Agent
and each duly executed by the parties thereto, which shall be in full force and
effective in accordance with their respective terms as of the Closing Date;  (xiv)duly executed originals of an initial Borrowing Base Certificate, dated
the Closing Date;  (xv)the Deposit Account Control Agreements referred to in the Security
Agreement, duly executed by the applicable Loan Parties and each Pledged
Account Bank referred to in the Security Agreement;  (xvi)the Intercreditor Agreement, duly executed by all the parties thereto;
and  (xvii)a certificate in the form of Exhibit L hereto, attesting to the
solvency of UHS, before and after giving effect to the Transactions, from the
chief financial officer of UHS on behalf of UHS (the Solvency Certificate).  (b)Since December 31, 2006, there shall not have occurred any event,
circumstance or occurrence that, either separately or together with all other
such events, circumstances or occurrences, that has had or could reasonably be
expected to have, a Target Material Adverse Effect.  73


(c)(i) The representations and warranties contained in Article 5,
in each case solely as they relate to the Borrowers, shall be true and correct
in all material respects on and as of the Closing Date and (ii) the Closing
Date Representations and Warranties shall be true and correct in all material
respects.  (d)The Acquisition shall have been consummated in all material respects in
accordance with the terms of the Merger Agreement dated April 15, 2007 without
waiver or amendment of any provision or condition thereof that is materially
adverse to the Lenders (as reasonably determined by the Administrative Agent),
unless consented to by the Administrative Agent.  (e)No Default shall exist, or would result from such proposed initial
Credit Extension or from the application of the proceeds therefrom.  (f)Prior to or substantially contemporaneously
with the initial Credit Extensions, the Borrowers shall have received at least
$460,000,000 in gross cash proceeds from (i) the issuance and sale of the
Senior Notes and the Senior PIK/Toggle Notes, or (ii) any combination of the
foregoing.  (g)Prior to or substantially contemporaneously with the initial Credit
Extensions, the Equity Contributions shall have been funded in full.  (h)All fees and expenses required to be paid on or before the Closing Date
and invoiced (with reasonably supporting documentation) and delivered to the
Borrowers before the Closing Date shall have been paid in full in cash.  (i)The Administrative Agent shall have received
all documentation and other information with respect to each Loan Party
required by regulatory authorities under applicable know your customer and
anti-money laundering rules and regulations, including without limitation, the
Patriot Act.  SECTION 4.02. Conditions
to All Credit Extensions After the Closing Date. The obligation of each Lender to honor any
Request for Credit Extension (other than in connection with (i) a Credit
Extension to be made on the Closing Date, or (ii) a Committed Loan Notice
requesting only a conversion of Loans to the other Type, or a continuation of
Eurodollar Rate Loans) is subject to satisfaction (or waiver) of the following
conditions precedent:  (a)The representations and warranties of each Borrower and each other Loan
Party contained in Article 5 or any other Loan Document shall be true
and correct in all material respects on and as of the date of such Credit
Extension, except (i) to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all
material respects as of such earlier date and (ii) that for purposes of this Section
4.02, the representations and warranties contained in Section 5.05(a)
and Section 5.05(b) shall be deemed to refer to the most recent
financial statements furnished pursuant to Section 6.01(a) and Section
6.01(b) and, in the case of the financial statements furnished pursuant to Section
6.01(b), the representations contained in Section 5.05(a), as
modified by this clause (ii), shall be qualified by the statement that
such financial statements are subject to the absence of footnotes and year-end
audit adjustments.  (b)No Default shall exist, or would result from such proposed Credit Extension
or from the application of the proceeds therefrom.  (c)The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.  74


(d)After giving effect to any Credit Extension, the aggregate outstanding
principal amount of the Revolving Credit Loans shall not exceed the lesser of
the Borrowing Base and the Revolving Credit Commitments, in each case, less the
then outstanding principal amount of the Swing Line Loan and all L/C
Outstandings.  Each Request for Credit
Extension (other than (i) a Credit Extension to be made on the Closing Date, or
(ii) a Committed Loan Notice requesting only a conversion of Loans to the other
Type or a continuation of Eurodollar Rate Loans) submitted by any Borrower
shall be deemed to be a representation and warranty that the conditions
specified in Section 4.02(a), Section 4.02(b) and Section
4.02(d), have been satisfied on and as of the date of the applicable Credit
Extension.  ARTICLE 5  REPRESENTATIONS AND WARRANTIES  Each of the Borrowers
represents and warrants to the Agents and the Lenders on the Closing Date and
on each other date required by Section 4.02 that:  SECTION 5.01. Existence,
Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted
Subsidiaries (a) is a Person duly organized or formed, validly existing and in
good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite corporate or other applicable entity power
and authority to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it
is a party, (c) is duly qualified and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, (d) is in compliance with
all Laws, writs, injunctions and orders and (e) has all requisite governmental
licenses, authorizations, consents and approvals to operate its business as
currently conducted; except in each case referred to in clauses (a)
(other than with respect to any Borrower), (b)(i), (c), (d)
or (e), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.  SECTION 5.02. Authorization;
No Contravention. The
(a) execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is a party, and (b) as of the Closing Date only,
the consummation of the Transactions (other than the Transactions described in clause
(a)), are within such Loan Partys corporate or other powers, have been
duly authorized by all necessary corporate or other organizational action, and
do not and will not (i) contravene the terms of any of such Persons
Organization Documents, (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under (other than as permitted by
Section 7.01), or constitute a default under or require any payment
(except for Indebtedness to be repaid on or prior to the Closing Date in
connection with the Transactions) to be made under (x) (A) the Senior Notes
Documents or the Senior PIK/Toggle Note Documents or (B) any other Contractual
Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (y) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (iii) violate any Law
(including, without limitation, Regulation X issued by the FRB); except with
respect to any conflict, breach, contravention, default, payment (but not
creation of Liens) or violation referred to in clause (ii)(x)(B), clause
(ii)(y) or clause (iii), to the extent that such conflict, breach,
contravention, default, payment or violation could not reasonably be expected
to have a Material Adverse Effect.  SECTION 5.03. Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by,
or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with (a) the execution, delivery or  75


performance
by any Loan Party of this Agreement or any other Loan Document, (b) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the
Collateral Documents (including the priority thereof), or (d) the exercise by
the Administrative Agent or any Lender of its rights under the Loan Documents
or the remedies in respect of the Collateral pursuant to the Collateral
Documents, except for (i) filings necessary to perfect the Liens on the
Collateral granted by the Loan Parties in favor of the Secured Parties or to
release existing Liens in connection with the Transaction, (ii) the approvals,
consents, exemptions, authorizations, actions, notices and filings which have
been duly obtained, taken, given or made and are in full force and effect and
(iii) those approvals, consents, exemptions, authorizations or other actions,
notices or filings, the failure of which to obtain or make could not reasonably
be expected to have a Material Adverse Effect.  SECTION 5.04. Binding
Effect. This
Agreement and each other Loan Document has been duly executed and delivered by
each Loan Party that is party thereto. This Agreement and each other Loan
Document constitutes a legal, valid and binding obligation of each Loan Party
that is a party thereto, enforceable against such Loan Party in accordance with
its terms, except as such enforceability may be limited by bankruptcy insolvency,
reorganization, receivership, moratorium or other Laws affecting creditors
rights generally and by general principles of equity (regardless of whether
enforcement is sought in equity or at law).  SECTION 5.05. Financial
Statements; No Material Adverse Effect. (a)  The Historical Financial
Statements fairly present in all material respects the financial condition of
the Acquired Business and its subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP or
the equivalent accounting principles in the relevant local jurisdiction
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein.  (b)In the case of the Closing Date, since December 31, 2006 and, in all
other cases, since the date of the most recent audited financial statements
delivered to the Administrative Agent pursuant to Section 6.01(a), there
has been no material adverse change in, or event or condition, either
individually or in the aggregate, that has had or could reasonably be expected
to have a material adverse effect on the business, operations, assets,
financial condition or operating results of the Borrowers and their Restricted
Subsidiaries, taken as a whole.  (c)Except as set forth on Schedule 3.6 to the Merger Agreement, as of the
Closing Date, UHS has no material liabilities or obligations of any nature
(whether known or unknown, absolute, accrued, contingent, matured or
unmatured), except for (i) liabilities and obligations reflected on the
Historical Financial Statements, (ii) liabilities and obligations that have
been incurred in the Ordinary Course of Business (as defined in the Merger
Agreement) since December 31, 2006, (iii) liabilities and obligations for fees
and expenses incurred in connection with the Merger Agreement and the
transactions contemplated thereby, (iv) liabilities and obligations that would
not reasonably be expected to have a Target Material Adverse Effect.  (d)The forecasts of consolidated income statement and cash flow statement
of UHS and its Subsidiaries for each fiscal year ending after the Closing Date
until the fourth anniversary of the Closing Date, copies of which have been
furnished to the Administrative Agent and the Initial Lenders prior to the
Closing Date, have been prepared in good faith based upon assumptions believed
to be reasonable at the time made in light of the conditions existing at the
time of preparation of such forecasts and represented, at the time of
preparation, UHSs reasonable estimate of its future financial performance, it
being understood that (i) such forecasts, as to future events, are not to be
viewed as facts, that actual results during the period or periods covered by
any such forecasts may differ significantly from the forecasted  76


results and that such
differences may be material and that such forecasts are not a guarantee of
financial performance and (ii) no representation is made with respect to
information of a general economic or general industry nature.  SECTION 5.06. Litigation. Except (insofar as clause (b) below is
concerned) as disclosed on Schedule 5.06 (the Disclosed
Litigation), there are no actions, suits, proceedings, claims or
disputes pending or, to the actual knowledge of any Specified Officer of the
Borrower, threatened in writing, at law, in equity, in arbitration or before
any Governmental Authority, against any Borrower or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to restrain or
contest entry into or performance under this Agreement or any other Loan
Document or the consummation of the Transactions or (b) either individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect,
and there has been no materially adverse change in the status, or financial
effect on any Loan Party or any of its Subsidiaries, of the Disclosed
Litigation from that described on Schedule 5.06 hereto.  SECTION 5.07. Ownership
of Property; Liens.
(a)  Each Loan Party and each of its
Subsidiaries, as applicable, has good and marketable title in fee simple to, or
valid leasehold interests in, or easements or other limited property interests
in, all real property necessary in the ordinary conduct of its business, free
and clear of all Liens except for Permitted Liens and such minor defects in
title that do not materially interfere with its ability to conduct its business
or to utilize such assets for their intended purposes and except where the
failure to have such title or other property interests described above could
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.  (b)Schedule 7.01(b) sets forth a list of all Liens on the
property and assets of each Loan Party and each of its Subsidiaries that is
complete and accurate in all material respects, showing as of the date hereof
the lienholder thereof, the principal amount of the obligations secured thereby
and the property or assets of such Loan Party or such Subsidiary subject
thereto. The property of each Loan Party and each of its Subsidiaries is
subject to no Liens, other than Liens set forth on Schedule 7.01(b), and
as otherwise permitted by Section 7.01.  (c)Schedule 5.07(c) sets forth a complete and accurate list of
all real property owned by any Loan Party or any of its Restricted
Subsidiaries, as of the Closing Date, showing as of such date the street
address (to the extent available), county or other relevant jurisdiction, state
and record owner and book and estimated fair value thereof. Each Loan Party has
good and marketable title to the real property owned by such Loan Party, free
and clear of all Liens, other than Liens created or permitted by the Loan
Documents.  (d)Schedule 7.02(f) sets forth a list of all Investments held by
any Loan Party or any Restricted Subsidiary of a Loan Party that is complete
and accurate in all material respects, as of the Closing Date, on the date
hereof, showing as of the date hereof the amount, obligor or issuer and
maturity, if any, thereof.  SECTION 5.08. Environmental
Compliance. Except as
set forth on Schedule 5.08 hereof:  (a)  There are no actions, suits, proceedings,
demands or claims alleging potential liability or responsibility for violation
of, or liability under, any Environmental Law received by, and relating to
businesses, operations or properties of, any Loan Party or its Subsidiaries
except for matters (x) disclosed on Schedule 5.08 hereto, which are not
expected to result in material liability to any Loan Party, or (y) that couldnot, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  77


(b)Except for matters (x) disclosed on Schedule 5.08 hereto, which
are not expected to result in material liability to any Loan Party, or (y) that
could not reasonably be expected to have a Material Adverse Effect, (i) none of
the properties currently or, to the actual knowledge of any Specified Officer
of the Borrower, formerly owned, leased or operated by any Loan Party or any of
its Subsidiaries, or, to the actual knowledge of any Specified Officer of the
Borrower, to which any Loan Party or any of its Subsidiaries sent any Hazardous
Materials for disposal, is listed on the NPL or on the CERCLIS or any analogous
foreign, state or local list; (ii) there are no and, to the actual knowledge of
any Specified Officer of the Borrower, never have been any underground or
aboveground storage tanks or any surface impoundments, septic tanks, pits,
sumps or lagoons in which Hazardous Materials are being or have been
discharged, treated, stored or disposed on, at or under any property currently
owned or operated by any Loan Party or any of its Subsidiaries or, to its
knowledge, on, at or under any property formerly owned, leased or operated by
any Loan Party or any of its Subsidiaries during or prior to the period of such
ownership or operation; (iii) there is no asbestos or asbestos-containing
material on or at any property currently owned or operated by any Loan Party or
any of its Subsidiaries; and (iv) Hazardous Materials have not been released,
discharged or disposed of on, at or under any property currently or to the
actual knowledge of any Specified Officer of the Borrower formerly owned or
operated by any Loan Party or any of its Subsidiaries, except for such
releases, discharges or disposal that were in compliance with Environmental
Laws.  (c)The Loan Parties operations are in compliance with all Environmental
Laws and all Environmental Permits, except for such noncompliance which,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  (d)None of the Loan Parties or any of their respective Subsidiaries is
undertaking, and has not completed, either individually or together with other
potentially responsible parties, any investigation or assessment or remedial or
response action relating to any actual or threatened release, discharge or
disposal of Hazardous Materials at any site, location or operation, either
voluntarily or pursuant to the order of any Governmental Authority or the
requirements of any Environmental Law except for any such investigation or
assessment or remedial or response action that, (x) is disclosed on Schedule
5.08 hereto, which is not expected to result in material liability to any
Loan Party, or (y) individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  (e)No Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or to the actual knowledge of
any Specified Officer of the Borrower formerly owned or operated by any Loan
Party or any of its Subsidiaries have been disposed of by or on behalf of any
Loan Party or any of its Subsidiaries, except for such disposal (x) that could
reasonably be expected to result in, individually or in the aggregate, a
Material Adverse Effect, or (y) disclosed on Schedule 5.08 hereto, which
are not expected to result in material liability to any Loan Party.  This Section 5.08
sets forth the sole and exclusive representations and warranties of the Loan
Parties with respect to environmental, health or safety matters.  SECTION 5.09. Taxes. The Loan Parties have filed all Federal and
state income and other material tax returns and reports required to be filed
(after giving effect to permitted extension periods), and have paid all Federal
and state income and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those (a) which are not overdue by
more than sixty (60) days or (b) which are being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP or the equivalent accounting
principles in the relevant local jurisdiction or (c) with respect to which the
failure to make such filing or payment could not reasonably be expected to have
a Material Adverse Effect.  78


SECTION 5.10. ERISA
Compliance. (a)  Except as could not reasonably be expected to
have a Material Adverse Effect, (i) each Pension Plan is in compliance in all
material respects with the applicable provisions of ERISA and the Code; and
(ii) each Pension Plan that is intended to qualify under Section 401(a) of the
Code has either received a favorable determination letter from the IRS or an
application for such a letter has been or will be submitted to the IRS within
the applicable required time period with respect thereto and, to the knowledge
of any Specified Officer of the Borrower, nothing has occurred which could
reasonably be expected to prevent, or cause the loss of, such qualification.  (b)Except as set forth on Schedule 5.10(b), there are no pending
or, to the knowledge of any Specified Officer of the Borrower, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Pension Plan that could reasonably be expected to have a
Material Adverse Effect. To the knowledge of any Specified Officer of the
Borrower, there has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Pension Plan that has
resulted or could reasonably be expected to result in a Material Adverse
Effect.  (c)Except as set forth on Schedule 5.10(c), (i) no ERISA Event has
occurred or is reasonably expected to occur; (ii) no Pension Plan has an
accumulated funding deficiency (as defined in Section 412 of the Code),
whether or not waived, and no application for a waiver of the minimum funding
standard has been filed with respect to any Pension Plan; (iii) none of the
Borrowers or any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums not yet due or premiums due and not yet delinquent under Section
4007 of ERISA); (iv) none of the Borrowers or any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) none of the Borrowers or any ERISA Affiliate has engaged in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except,
with respect to each of the foregoing clauses of this Section 5.10(c),
as could not reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.  SECTION 5.11. Subsidiaries;
Equity Interests. As
of the Closing Date, no Loan Party has any Subsidiaries other than those
specifically disclosed in Schedule 5.11, and all of the outstanding
Equity Interests in each Restricted Subsidiary are fully paid and with respect
to corporate shares, nonassessable and are owned directly by the Person set
forth on Schedule 5.11 and are free and clear of all Liens except (i)
those created under the Collateral Documents and (ii) any nonconsensual Lien
that is permitted under Section 7.01. As of the Closing Date, Schedule
5.11 (a) sets forth the name and jurisdiction of each Subsidiary, and (b)
sets forth the direct ownership interest of the Borrowers and any other
Subsidiary in each Subsidiary, including the percentage of such ownership.  SECTION 5.12. Margin
Regulations; Investment Company Act. (a)  No proceeds of any
Borrowings or drawings under any Letter of Credit will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock in violation of Regulation U issued by
the FRB.  (b)None of the Borrowers, any Person Controlling the Borrowers, or any
Subsidiary is or is required to be registered as an investment company under
the Investment Company Act of 1940. Neither the making of any Loans, nor the
issuance of any Letters of Credit, nor the application of the proceeds or
repayment thereof by the Borrowers, nor the consummation of the other
transactions contemplated by the Related Documents will violate any provision
of the Securities Act or any rule, regulation or order of the SEC thereunder.  79


SECTION 5.13. Disclosure. To the actual knowledge of the Specified
Officers of the Borrowers, no report, financial statement, certificate or other
written information furnished by or on behalf of any Loan Party to any Agent or
any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or any other Loan Document
(as modified or supplemented by other information so furnished), including
without limitation, the Confidential Memorandum, when taken as a whole contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading; provided that,
(a) with respect to financial estimates, projected financial information and
other forward-looking information, each Borrower represents and warrants only
that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time of preparation; it being understood that
such projections, as to future events, are not to be viewed as facts, that
actual results during the period or periods covered by any such projections may
differ significantly from the projected results and that such differences may
be material and that such projections are not a guarantee of financial
performance and (b) no representation is made with respect to information of a
general economic or general industry nature.  SECTION 5.14. Intellectual
Property, Licenses, Etc.  Schedule 5.14 sets forth a complete and
accurate list of all registered, patented or applied for Material Intellectual
Property on the Closing Date, owned by each Loan Party and its Subsidiaries,
showing as of the Closing Date the jurisdiction in which each such Material
Intellectual Property is registered, the registration or application serial
number, if applicable, and the date of registration, if applicable. Each Loan
Party and its Restricted Subsidiaries own, or possess a license or other right
to use, all of the material trademarks, service marks, trade names, copyrights,
patents, patent rights, database rights and design rights and other
intellectual property rights (collectively, IP Rights) that are reasonably
necessary for the operation of their respective businesses as currently
operated by each Loan Party and its Restricted Subsidiaries without, to the
knowledge of a Specified Officer of the Borrower, conflict with the rights of
any other Person, except to the extent such failure to own or possess the right
to use or such conflicts, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. To the knowledge of
the Specified Officers of the Borrower, no trademarks, servicemarks,
copyrights, logos, designs, slogans or other advertising devices, products,
processes, methods, substances, part or other material, as currently used or
employed by any Loan Party or any Restricted Subsidiary, infringes upon any
rights held by any other Person except for such infringements, individually or in
the aggregate, which could not reasonably be expected to have a Material
Adverse Effect. No claim or litigation regarding any of the foregoing is
pending or, to the actual knowledge of any Specified Officer of the Borrower,
threatened, against any Loan Party which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.  SECTION 5.15. Solvency. On the Closing Date after giving effect to
the Transaction, the Loan Parties have certified, on a consolidated basis, as
to solvency in accordance with the Solvency Certificate.  SECTION 5.16. Perfection,
Mortgages, Etc.All
filings and other actions reasonably necessary to perfect and protect the Liens
on the Collateral created under, and in the manner and to the extent
contemplated by, the Collateral Documents have been duly made or taken or
otherwise provided for in a manner reasonably acceptable to Administrative
Agent and are in full force and effect and the Collateral Documents create in
favor of the Administrative Agent for the benefit of the Secured Parties a
valid and, together with such filings and other actions, perfected first
priority Lien in the Collateral, securing the payment of the Secured
Obligations, subject to Liens permitted by Section 7.01. The Loan
Parties are the legal and beneficial owners of the Collateral free and clear of
any Lien, except for the Liens created or permitted under the Loan Documents or
defects in title described on the schedules to the Loan Documents. Each
Mortgage (if any) creates, as security for the obligations purported to be  80


secured
thereby, a valid and enforceable first mortgage Lien on the respective Property
in favor of the Administrative Agent (or such other trustee as may be required
under local law) for the benefit of the Secured Parties, superior and prior to
the rights of all third Persons, except for the Liens created or permitted
under the Loan Documents.  SECTION 5.17. Compliance
with Laws Generally.
None of the Loan Parties or any of their respective material properties, or the
use of such material properties, is in violation of any applicable Law, or is
in default with respect to any judgment, writ, injunction, decree or order of
any Governmental Authority, except for such violations or defaults (other than
any violations of the PATRIOT Act and other counter-terrorism laws) that (a)
are being contested in good faith by appropriate proceedings or (b)
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  SECTION 5.18. Labor
Matters. As of the
Closing Date, except as in the aggregate has not had and could not reasonably
be expected to have a Material Adverse Effect, there are no strikes, lockouts
or slowdowns against any Loan Party pending or, to the knowledge of any
Responsible Officer of the Borrower, threatened.  SECTION 5.19. Debt. Schedule 7.03(b)(viii) sets forth a
list that is complete and accurate in all material respects of all Existing
Indebtedness of each Loan Party and its Restricted Subsidiaries existing on the
Closing Date.  ARTICLE 6  AFFIRMATIVE COVENANTS  So long as any Lender shall
have any Revolving Credit Commitment hereunder, any Loan or other Obligation
(other than contingent indemnification obligations not then due and payable)
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or
any Letter of Credit that has not been collateralized on terms reasonably
satisfactory to the applicable L/C Issuer shall remain outstanding, each of the
Borrowers shall, and shall (except in the case of the covenants set forth in Section
6.01, Section 6.02, Section 6.03, Section 6.16, Section
6.17 and Section 6.18) cause each Restricted Subsidiary to:  SECTION 6.01. Financial
Statements. Deliver
to the Administrative Agent for further distribution to each Lender:  (a)as soon as available, but in any event within one hundred twenty (120)
days after the end of each fiscal year, a consolidated balance sheet of UHS and
its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of
PricewaterhouseCoopers LLP or any other independent certified public accountant
of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be
subject to any going concern or like qualification or exception or any
qualification or exception as to the scope of such audit;  (b)as soon as available, but in any event within sixty (60) days after the
end of each fiscal quarter, excluding, in each case, the fourth fiscal quarter,
a consolidated balance sheet of UHS and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statements of income or operations,
shareholders equity and cash flows for such fiscal quarter and for the portion
of the fiscal year then ended, setting forth in each case in comparative form
the figures for the corresponding fiscal  81


quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of UHS as fairly
presenting in all material respects the financial condition, results of operations,
shareholders equity and cash flows of UHS and its Subsidiaries in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; and  (c)as soon as available, but in any event no later than ninety (90) days
after the end of each fiscal year, forecasts prepared by management of UHS, in
form reasonably satisfactory to the Administrative Agent, of consolidated
balance sheets, income statements and cash flow statements and Borrowing
Availability projections of UHS and its Subsidiaries for the fiscal year
following such fiscal year then ended.  (d)simultaneously with the delivery of each set of consolidated financial
statements referred to in Section 6.01(a) and Section 6.01(b)
above, the related consolidating balance sheet and the related consolidating
statements of income or operations reflecting the adjustments necessary to
eliminate the accounts of Unrestricted Subsidiaries (if any) from such
consolidated financial statements.  (e)upon Administrative Agents request at any time Borrowing Availability
is less than $3,000,000, and in any event no less frequently than 5 Business
Days after the end of each fiscal month (together with a copy of all or any
part of the following reports requested by any Lender in writing after the
Closing Date), a Borrowing Base Certificate prepared by the Borrowers as of the
last day of the fiscal month immediately preceding the most recently ended
fiscal month or the date 2 days prior to the date of any such request, based on
the most recently available information, accompanied by such supporting detail
and documentation as shall be reasonably requested by Administrative Agent.
Notwithstanding anything to the contrary set forth herein or Exhibit K
hereto, if on the date of delivery of any Borrowing Base Certificate the Total
Outstandings do not exceed the Borrowing Base without giving effect to clauses
(a) and (b) of the definition thereof, Borrowers may deliver such Borrowing
Base Certificate without calculating the amount of Eligible Accounts, Eligible
Unbilled Accounts, Eligible Wholesale Disposables and Eligible Equipment
Disposables (each, a Alternative
Borrowing Base Certificate).
For the avoidance of doubt, if the Borrowers elect to deliver an Alternative
Borrowing Base Certificate, the Borrowers acknowledge that the Borrowing Base
and Borrowing Availability will be determined for all purposes under the Loan
Documents on the basis of such Alternative Borrowing Base Certificate,
regardless of the amount and existence of Eligible Accounts and Eligible
Unbilled Accounts.  (f)at the time of delivery of each of the
quarterly financial statements delivered pursuant to Section 6.01(b), a
list of any applications for the registration of any Patent, Trademark or
Copyright filed by any Loan Party with the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency in
the prior fiscal quarter.  (g)at Borrowers expense, the results of each physical verification, if
any, that any Borrower or any of its Subsidiaries may in their discretion have
made, or caused any other Person to have made on their behalf, of all or any
portion of their Inventory (and, each Borrower shall upon the request of
Administrative Agent, up to one time in any calendar year absent the occurrence
and continuance of an Event of Default, and at any time if an Event of Default
has occurred and is continuing, conduct, and deliver the results of, such
physical verifications as Administrative Agent may require).  (h)at Borrowers expense, such appraisals of its assets as Administrative
Agent may request up to one time in any calendar year absent the occurrence and
continuance of an Event of Default, and at any time after the occurrence and
during the continuance of an Event of Default, such appraisals to be conducted
by an appraiser, and in form and substance reasonably satisfactory to
Administrative Agent.  82


(i)such other reports, statements and
reconciliations with respect to the Borrowing Base, Collateral or Obligations
of any or all Credit Parties as Administrative Agent shall from time to time
reasonably request, including without limitation a monthly trial balance with
respect to Accounts; provided
that Administrative Agent shall not request calculation of a Borrowing Base
Certificate that gives effect to clauses (a) and (b) of the Borrowing Base for
any period for which the Borrowers have delivered an Alternative Borrowing Base
Certificate in compliance with Section 6.01(e).  SECTION 6.02. Certificates;
Other Information.
Deliver to the Administrative Agent for further distribution to each Lender:  (a)(i) concurrently with the delivery of the financial statements referred
to in Section 6.01(a) and Section 6.01(b) for a quarter during
which Borrowing Availability was less than $15,000,000 for three (3)
consecutive days, a duly completed Compliance Certificate signed by a
Responsible Officer of UHS (which shall set forth reasonably detailed
calculations demonstrating compliance with Section 7.11 and (ii) at any
time on or after the tenth (10th) day prior to the last day of any fiscal
quarter, the Equity Investors may deliver notice of their intent to provide UHS
with Net Cash Proceeds (a Notice of Intent
to Make An Equity Infusion) through capital contributions or the
purchase of Equity Interests by one or more Equity Investors as contemplated
pursuant to clause (b)(xiii) and the final proviso of the definition of
Consolidated EBITDA; provided that
the delivery of a Notice of Intent to Make An Equity Infusion shall in no way
affect or alter the occurrence, existence or continuation of any such Event of
Default or the rights, benefits, powers and remedies of the Administrative
Agent and the Lenders under any Loan Document; provided
further that from the date of receipt of
such Notice of Intent to Make an Equity Infusion by the Administrative Agent
until the 20th Business Day following the delivery of the Compliance
Certificate, neither the Administrative Agent nor any Lender shall exercise any
right to foreclose on or take possession of the Collateral solely on the basis
of an Event of Default having occurred and being continuing under Section
7.11;  (b)promptly after the same are publicly available, copies of all annual,
regular, periodic and special reports and registration statements which any
Borrower or any Restricted Subsidiary filed with the SEC under Section 13 or
15(d) of the Securities Exchange Act of 1934, or with any Governmental
Authority that may be substituted therefor, or with any national securities
exchange, and in any case not otherwise required to be delivered to the
Administrative Agent pursuant hereto;  (c)promptly after the furnishing thereof, copies of any material requests
or material notices received by any Loan Party (other than in the ordinary
course of business) from, or material statement or material report furnished
to, any holder of debt securities of any Loan Party or of any of its Restricted
Subsidiaries pursuant to the terms of any Junior Financing Documentation in a
principal amount greater than the Threshold Amount and not otherwise required
to be furnished to the Lenders pursuant to any other clause of this Section
6.02;  (d)promptly after the receipt thereof by any Loan Party or any of its Subsidiaries,
copies of each notice or other written correspondence received from the SEC (or
comparable agency in any applicable non-US jurisdiction) concerning any
material investigation or other material inquiry by such agency regarding
financial or other operational results of any Loan Party or any of its
Subsidiaries;  (e)promptly after any Borrower has notified the Administrative Agent of
any intention by such Borrower to treat the Loans and/or Letters of Credit and
related transactions as being a reportable transaction (within the meaning of
Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886
or any successor form; and  83


(f)promptly, such additional information
regarding the business, legal, financial or corporate affairs of any Loan Party
or any Subsidiary, or compliance with the terms of the Loan Documents, as the
Administrative Agent or any Lender through the Administrative Agent may from
time to time reasonably request. No Loan Party shall be required to provide the
Administration Agent with access to patient information of any customer or
employee of any Loan Party or any Subsidiary thereof.  Documents required to be
delivered pursuant to Section 6.01(a), Section 6.01(b), Section
6.02(b) or Section 6.02(c) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which any Borrower posts such documents, or provides a link
thereto on such Borrowers website on the Internet at the website address
listed on Schedule 10.02; or (ii) on which such documents are posted on
the Borrowers behalf on IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that:  (A) upon the request of the Administrative
Agent, the Borrowers shall deliver paper copies of such documents to the
Administrative Agent for further distribution to each Lender and (B) the
Borrowers shall notify (which may be by facsimile or electronic mail) the
Administrative Agent of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrowers with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery of or maintaining its copies of such documents.  SECTION 6.03. Notices. As soon as practicable after any Specified
Officer of the Borrower has knowledge, promptly notify the Administrative
Agent:  (a)of the occurrence of any Default;  (b)of any matter that has resulted or could in the reasonable judgment of
any Loan Party reasonably be expected to result in a Material Adverse Effect,
including any such matter arising out of or resulting from (i) breach or
non-performance of, or any default under, a Contractual Obligation of any Loan
Party or any Restricted Subsidiary, (ii) any dispute, litigation,
investigation, proceeding or suspension between any Loan Party or any
Subsidiary and any Governmental Authority, (iii) the commencement of, or any
material adverse development in, any litigation or proceeding affecting any
Loan Party or any Subsidiary, including pursuant to any applicable
Environmental Laws or the assertion or occurrence of any alleged noncompliance
by any Loan Party or as any of its Subsidiaries with any Environmental Law or
Environmental Permit, or (iv) the occurrence of any ERISA Event;  (c)if Borrowing Availability is less than $15,000,000; and  (d)of any notice provided to or by any trustee with respect to the Senior
Notes Documents or the Senior PIK/Toggle Notes Documents, attaching thereto a
true and correct copy of any such notice.  Each notice pursuant to this
Section 6.03 shall be accompanied by a written statement of a
Responsible Officer of UHS (x) that such notice is being delivered pursuant to Section 6.03(a),
Section 6.03(b) or Section 6.03(c) (as applicable) and (y)
setting forth details of the occurrence referred to therein and (other than in
the case of a notice pursuant to Section 6.03(c), stating what action
the Borrowers or the applicable Loan Party has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.03(a) shall describe
with particularity any and all provisions of this Agreement and any other Loan
Document in respect of which such Default exists.  84


SECTION 6.04. Payment
of Obligations. Pay,
discharge or otherwise satisfy as the same shall become due and payable, all
its obligations and liabilities except, in each case, to the extent the failure
to pay or discharge the same could not reasonably be expected to have a
Material Adverse Effect.  SECTION 6.05. Preservation
of Existence, Etc.(a)  Preserve, renew and maintain in full force
and effect its legal existence under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or Section
7.05, and, in the case of any Restricted Subsidiary (other than a Borrower)
to the extent the failure to do so could not reasonably be expected to have a
Material Adverse Effect, and (b) take all reasonable action to maintain all
rights, privileges (including its good standing), permits, licenses, Material
Intellectual Property Rights and franchises necessary in the normal conduct of
its business, except (i) to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect or (ii) pursuant to a transaction
permitted by Section 7.04 or Section 7.05.  SECTION 6.06. Maintenance
of Properties. Except
if the failure to do so could not reasonably be expected to have a Material
Adverse Effect, (a) maintain, preserve and protect all of its material tangible
properties and equipment necessary in the operation of its business in good
working order, repair and condition, ordinary wear and tear, casualty and
condemnation excepted, and (b) make all necessary renewals, replacements,
modifications, improvements, upgrades, extensions and additions thereof or
thereto in accordance with prudent industry practice or in the reasonable
judgment of management.  SECTION 6.07. Maintenance
of Insurance.
Maintain with financially sound and reputable insurance companies, insurance
with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or
similar businesses as the Borrowers and their Restricted Subsidiaries in the
same geographic locales) as are customarily carried under similar circumstances
by such other Persons, including, without limitation, casualty insurance with
respect to the Collateral in form and substance not materially less than that
in effect on the Closing Date. If reasonably requested by the Administrative
Agent, each Loan Party shall deliver to the Administrative Agent from time to
time (no more frequently than once in any calendar year unless an Event of
Default has occurred and is continuing) a report of its insurance broker with
respect to its insurance policies.  SECTION 6.08. Compliance
with Laws. Comply in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
if the failure to comply therewith (other than the PATRIOT Act, any other
counter-terrorism laws and the Racketeer Influenced and Corrupt Organizations
Chapter of the Organized Crime Control Act of 1970) could not reasonably be
expected to have a Material Adverse Effect.  SECTION 6.09. Books
and Records. Maintain
proper books of record and account (in which full, true and correct, in all
material respects, entries shall be made of all material financial transactions
and matters involving the assets and business of the Borrowers and the
Subsidiaries) in a manner that permits the preparation of financial statements
in accordance with GAAP or the equivalent accounting principles in the relevant
local jurisdiction.  SECTION 6.10. Inspection
Rights. Permit
representatives and independent contractors of the Administrative Agent to
visit and inspect any of its properties, to examine its corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants (so long as an executed standard access letter
of such independent public accountants is received from the  85


Administrative
Agent) and to examine and make extracts from its books and records, all at such
reasonable times and as often as reasonably requested, all at the expense of
the Borrowers as provided below and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrowers and the applicable Loan Party; provided that, excluding any such visits and inspections
during the continuation of an Event of Default, only the Administrative Agent
on behalf of the Lenders may exercise rights under this Section 6.10 and
the Administrative Agent shall not exercise such rights more often than one (1)
time during any calendar year absent the existence and continuance of an Event
of Default and only at such time shall it be at the Borrowers expense; provided further that when an Event of Default has occurred
and is continuing the Administrative Agent or any such Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrowers at any time during normal business
hours and upon reasonable advance notice. The Administrative Agent and the
Lenders shall give the Borrowers the opportunity to participate in any
discussions with the Borrowers accountants provided that no Loan Party shall
be required to provide the Administration Agent with access to patient
information of any customer or employee of any Loan Party or any Subsidiary
thereof.  SECTION 6.11. Use of
Proceeds. Use the
proceeds of the Credit Extensions (i) to finance in part the Acquisition, (ii)
to pay fees and expenses incurred in connection with the Transactions, (iii) to
provide ongoing working capital and for other general corporate purposes of the
Borrowers and their Subsidiaries (including Permitted Acquisitions and Capital
Expenditures), and (iv) to make repayments and/or purchases of Indebtedness to
the extent not prohibited by Section 7.14.  SECTION 6.12. Covenant
to Guarantee Obligations and Give Security.(a)  Upon
(A) the formation or acquisition of any new direct or indirect Restricted
Subsidiary by any Loan Party or the designation in accordance with Section
6.16 of any existing direct or indirect Unrestricted Subsidiary as a
Restricted Subsidiary, or (B) any Restricted Subsidiary Guaranteeing any
Permitted Subordinated Indebtedness, the Borrowers shall, in each case at the
Borrowers expense; provided that,
notwithstanding the foregoing, this Section 6.12 shall not apply to any
Subsidiary to the extent that such Subsidiary is prohibited by applicable local
Laws from taking any such action:  (i)within thirty (30) days after such formation,
acquisition, designation or Guarantee (or such longer period as the
Administrative Agent may agree in its reasonable discretion):  (A)cause each such Restricted Subsidiary that is a material Domestic
Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty
or guaranty supplement, in form and substance reasonably satisfactory to the
Administrative Agent, Guaranteeing the Obligations of the Borrowers and a
joinder agreement, in form and substance reasonably satisfactory to the
Administrative Agent, whereby such Person acknowledges and agrees to the terms
of the Intercreditor Agreement;  (B)cause each such Restricted Subsidiary that is required to become a
Guarantor pursuant to Section 6.12(a)(i)(A) to furnish to the
Administrative Agent a description of any Material Real Property owned by such
Restricted Subsidiary in detail reasonably satisfactory to the Administrative
Agent;  (C)cause each such Restricted Subsidiary that is required to become a
Guarantor pursuant to Section 6.12(a)(i)(A), to duly execute and deliver
to the Administrative Agent Mortgages with respect to Material Real Property,
Security Agreement Supplements, Intellectual Property Security Agreements and
other Collateral Documents, as specified by, and in form and substance
reasonably satisfactory to the  86


Administrative Agent
(consistent with the Mortgages, Security Agreements, Intellectual Property
Security Agreement and other Collateral Documents in effect on the Closing
Date), granting a Lien in substantially all personal property (other than
Equity Interests in any Subsidiary or a Joint Venture) of such Restricted
Subsidiary and all Material Real Property, in each case securing the
Obligations of such Restricted Subsidiary under its Guaranty;provided that, unless an Event of Default has
occurred and is continuing, if UHS notifies the Administrative Agent that it
intends to sell such Material Real Property within one year of the time such
Mortgage would otherwise be required to be executed and delivered, such
Material Real Property shall not be required to be mortgaged until such period
expires (unless extended by the Administrative Agent in its discretion);  (D)cause each such Restricted Subsidiary that is required to become a
Guarantor pursuant to Section 6.12(a)(i)(A) to deliver any and all
instruments, if any, evidencing the intercompany debt held by such Restricted
Subsidiary, if any, indorsed in blank to the Administrative Agent or
accompanied by other appropriate instruments of transfer;  (E)take and cause such Restricted Subsidiary to take whatever action
(including the recording of Mortgages with respect to Material Real Property,
the filing of Uniform Commercial Code financing statements, and delivery of
certificates evidencing stock and membership interests) as may be necessary in
the reasonable opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid and subsisting Liens on the properties purported to be
subject to the Mortgages and the other Collateral Documents delivered pursuant
to this Section 6.12, enforceable against all third parties in
accordance with their terms,  (ii)within thirty (30) days after the reasonable request therefor by the
Administrative Agent, deliver to the Administrative Agent a signed copy of a
customary legal opinion, addressed to the Administrative Agent and the other
Secured Parties, of counsel for the Loan Parties reasonably acceptable to the
Administrative Agent as to such matters set forth in this Section 6.12(a)
as the Administrative Agent may reasonably request, and  (iii)as promptly as practicable after the request therefor by the
Administrative Agent, deliver to the Administrative Agent with respect to
Material Real Property owned by such Restricted Subsidiary that is the subject
of such request, title reports in scope, form and substance reasonably satisfactory
to the Administrative Agent and, to the extent available, surveys and
environmental assessment reports.  (b)Upon the acquisition of (x) any personal property by any Loan Party or
(y) Material Real Property by any Loan Party, if such property shall not
already be subject to a perfected Lien in favor of the Administrative Agent for
the benefit of the Secured Parties, the relevant Borrower or Loan Party, as the
case may be, shall give notice thereof to the Administrative Agent and shall,
if requested by the Administrative Agent or the Required Lenders, cause such
assets to be subjected to a Lien securing such Loan Partys Obligations and
will take, or cause the relevant Loan Party to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect or record such Lien, including, as the case may be, the applicable
actions referred to in Section 6.12(a) and Section 6.14(b);
provided that if UHS notifies the Administrative
Agent that it intends to sell such Material Real Property within one year of
the time such Mortgage would otherwise be required to be executed and
delivered, such Material Real Property shall not be required to be mortgaged
until such period expires (unless extended by the Administrative Agent in its
discretion).  87


(c)On the Closing Date, UHS will cause each Guarantor to duly execute and
deliver (i) a Security Agreement to grant a first-priority perfected security
interest (subject to Liens permitted under Section 7.02) in each of
their respective assets constituting Collateral thereunder to secure each of
their respective Obligations under the 
Guaranty, (ii) a Guaranty and (iii) if applicable, an Intellectual
Property Security Agreement to secure each of their respective Obligations
under the Guaranty. To the extent reasonably requested by the Administrative
Agent, the Borrowers will cause to be delivered to the Administrative Agent one
or more customary legal opinions in form and substance reasonably satisfactory
to the Administrative Agent with respect to the granting of such security
interests and the making of such Guarantees.  (d)Notwithstanding the foregoing, (x) the Administrative Agent shall not
take a security interest in or require any title insurance or similar items
with respect to those assets as to which the Administrative Agent shall
determine, in its reasonable discretion, that the cost of obtaining such Lien
(including any mortgage, stamp, intangibles or other tax, title insurance or
similar items) is excessive in relation to the benefit to the Lenders of the
security afforded thereby and (y) Liens required to be granted pursuant to this
Section 6.12 shall be subject to exceptions and limitations consistent
with those set forth in the Collateral Documents as in effect on the Closing
Date (to the extent appropriate in the applicable jurisdiction).  SECTION 6.13. Compliance
with Environmental Laws.
Except, in each case, to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect, (i) comply, and take
all reasonable actions to cause all lessees and other Persons operating or
occupying its properties to comply with all applicable Environmental Laws and
Environmental Permits; (ii) obtain and renew all Environmental Permits as
necessary for its operations and properties; and (iii) in each case to the
extent required by Environmental Laws, conduct any investigation, study,
sampling and testing, and undertake any cleanup, removal, remedial or other
action necessary to remove and clean up Hazardous Materials from any of its
properties, in accordance with the requirements of all Environmental Laws.  SECTION 6.14. Further
Assurances.(a)  Promptly upon
reasonable request by the Administrative Agent, (i) correct any material defect
or error that may be discovered in the execution, acknowledgment, filing or
recordation of any Loan Document or other document or instrument relating to
any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent may
reasonably require from time to time in order to carry out more effectively the
purposes of the Loan Documents (including, without limitation, the Collateral Documents).  (b)Promptly following the delivery of each Compliance Certificate pursuant
to Section 6.02(b), execute and deliver to the Administrative Agent an
appropriate Intellectual Property Security Agreement with respect to all
After-Acquired Intellectual Property (as defined in the Security Agreement)
that is Material Intellectual Property owned by it as of the last day of the
period for which such Compliance Certificate is delivered, to the extent that
such After-Acquired Intellectual Property that is Material Intellectual
Property is not covered by any previous Intellectual Property Security
Agreement so signed and delivered by it. In each case, each Borrower will, and
will cause each Guarantor to, promptly cooperate as reasonably necessary to
enable the Administrative Agent to make any reasonably necessary recordations
with the US Copyright Office or the US Patent and Trademark Office or
comparable foreign Governmental Authority, as appropriate, with respect to such
Material Intellectual Property.  (c)Take or cause to be taken each action set forth on Schedule 6.14(c)
within the time period (as such time period may be extended by the
Administrative Agent in its sole discretion) specified for such action to be
taken on such schedule.  88


SECTION 6.15. Landlord
Agreement and Real Estate Purchases. UHS shall use commercially reasonable efforts to obtain a landlords
agreement with respect to UHSs operating headquarters from the lessor of such
property, which agreement shall be reasonably satisfactory in form and
substance to the Administrative Agent. To the extent otherwise permitted
hereunder, if any Loan Party proposes to acquire a fee ownership interest in
Material real Property after the Closing Date, it shall within sixty (60) days
after such acquisition (or such longer period as the Administrative Agent shall
agree in its reasonable discretion) provide to the Administrative Agent a
mortgage or deed of trust granting the Administrative Agent a first priority
Lien on such real estate, together with environmental audits, mortgage title
insurance commitment, real property survey, local counsel opinion(s), and
supplemental casualty insurance and (to the extent required by law) flood
insurance, and such other documents, instruments or agreements reasonably
requested by the Administrative Agent, in each case, in form and substance
reasonably satisfactory to the Administrative Agent;  provided that if such Loan Party notifies the Administrative Agent that it intends
to sell such Material Real Property within one year of the time such Mortgage
would otherwise be required to be executed and delivered, such Material Real
Property shall not be required to be mortgaged until such period expires
(unless extended by the Administrative Agent in its discretion).  SECTION 6.16. Designation
of Subsidiaries. The
board of directors of any Borrower may at any time designate any Restricted
Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a
Restricted Subsidiary; provided that
(a) immediately before and after such designation, no Default shall have
occurred and be continuing, (b) immediately before and after giving effect to
such designation, Borrowing Availability shall be no less that $25,000,000, (c)
immediately after giving effect to such designation, UHS and its Subsidiaries
shall be in compliance, on a Pro Forma Basis, with Articles 6 and 7,
including the financial covenant set forth in Section 7.11 as if in
effect on the date thereof (and, as a condition precedent to the effectiveness
of any such designation, the Borrowers shall deliver to the Administrative
Agent a certificate setting forth in reasonable detail the calculations
demonstrating such compliance), (d) no Borrower may be designated as an
Unrestricted Subsidiary and (e) no Subsidiary may be designated as an
Unrestricted Subsidiary if it is a Restricted Subsidiary for the purpose of
any Permitted Subordinated Indebtedness. The designation of any Subsidiary as
an Unrestricted Subsidiary shall constitute an Investment by such Borrower or
the relevant Restricted Subsidiary (as applicable) therein at the date of
designation in an amount equal to the net book value of such Persons (as
applicable) investment therein. The designation of any Unrestricted Subsidiary
as a Restricted Subsidiary shall constitute the incurrence at the time of
designation of any Indebtedness or Liens of such Subsidiary existing at such
time.  SECTION 6.17. Maintenance
of Separate Existence.
Each Restricted Subsidiary shall do all things necessary to maintain its
corporate existence separate and apart from each Unrestricted Subsidiary,
including, without limitation:  (a)maintaining its assets, funds and transactions separately from those of
the Unrestricted Subsidiaries, reflecting such assets and transactions in
financial statements separate and distinct from those of the Unrestricted
Subsidiaries, and evidencing such assets and transactions by appropriate
entries in books and records separate and distinct from those of the
Unrestricted Subsidiaries;  (b)holding itself out to the public under the Restricted Subsidiarys own
name as a legal entity separate and distinct from the Unrestricted
Subsidiaries;  (c)holding regular duly noticed meetings, or obtaining appropriate
consents, of its board of directors, and making and retaining minutes of such
meetings, as are necessary or appropriate to authorize all of its actions
required by law to be authorized by its board of directors;  89


(d)ensuring that any Indebtedness of any Unrestricted Subsidiary is
Non-Recourse Debt with respect to such Restricted Subsidiary;  (e)not becoming a party to any agreement, contract, arrangement or
understanding with any Unrestricted Subsidiary unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of such Restricted Subsidiary;  (f)not having any direct or indirect obligation
(i) to subscribe for additional Equity Interests or (ii) to maintain or
preserve any Unrestricted Subsidiary financial condition or to cause such
Person to achieve any specified levels of operating results; and  (g)not providing any a Guarantee or otherwise directly or indirectly
providing credit support for any Indebtedness of any Unrestricted Subsidiary.  SECTION 6.18. Junior
Financing Documentation.
(a) Cause each Loan Party to take any and all actions deemed reasonably
necessary so that the Obligations of such Loan Parties under the Loan Documents
shall be and at all times remain Senior Indebtedness (or any comparable
term), Designated Senior Indebtedness (or any comparable term) or Senior
Secured Financing (or any comparable term) under, and as defined in any Junior
Financing Documentation and (b) cause each Loan Party to take any and all
actions deemed reasonably necessary so that the subordination provisions set
forth in the Junior Financing Documentation, shall be and at all times remain
(until the termination of all obligations (other than contingent
indemnification obligations not then due and payable) of such Loan Party
thereunder) effective, legally valid, binding and enforceable against the
holders of any Permitted Subordinated Indebtedness, if applicable, in
accordance with the terms thereof, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, receivorship, moratorium or other
Laws affecting creditors rights generally and by general principles of equity
(regardless of whether enforcement is sought in equity or at law).  ARTICLE 7 NEGATIVE COVENANTS  So long as any Lender shall
have any Revolving Credit Commitment hereunder, any Loan or other Obligation
(other than contingent indemnification obligations not then due and payable)
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or
any Letter of Credit that has not been collateralized in a manner reasonably
satisfactory to the applicable L/C Issuer shall remain outstanding, the Loan
Parties shall not, nor shall the Borrowers permit any of the Restricted
Subsidiaries to, directly or indirectly:  SECTION 7.01. Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:  (a)Liens pursuant to any Loan Document;  (b)Subject to the Intercreditor Agreement, Liens created under any Senior
Notes Documents and Senior PIK/Toggle Notes Documents;  (c)Liens existing on the Closing Date and listed on Schedule 7.01(b)
and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional
property other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien or financed by Indebtedness permitted
under Section 7.03(b)(ii), and (B) proceeds and products  90


thereof, and (ii) the
modification, replacement, renewal, extension or refinancing of the obligations
secured or benefited by such Liens (if such obligations constitute
Indebtedness) is permitted by Section 7.03;  (d)Liens for taxes, assessments or governmental charges which are not
overdue for a period of more than sixty (60) days or, if more than sixty (60)
days overdue (i) which are being contested in good faith and by appropriate
actions diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP or the
equivalent accounting principles in the relevant local jurisdiction or (ii)
with respect to which the failure to make payment could not reasonably be
expected to have a Material Adverse Effect;  (e)statutory Liens of landlords, carriers, warehousemen, mechanics,
materialmen, repairmen, construction contractors or other like Liens arising in
the ordinary course of business which secure amounts not overdue for a period
of more than sixty (60) days or, if more than sixty (60) days overdue (i) no
action has been taken to enforce such Lien, (ii) such Lien is being contested
in good faith and by appropriate actions diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person
in accordance with GAAP or the equivalent accounting principles in the relevant
local jurisdiction or (iii) with respect to which the failure to make payment
could not reasonably be expected to have a Material Adverse Effect;  (f)(i) pledges or deposits in the ordinary
course of business in connection with workers compensation, unemployment
insurance and other social security legislation, (ii) pledges and deposits in
the ordinary course of business securing insurance premiums or reimbursement
obligations under insurance policies, in each case payable to insurance
carriers that provide insurance to any Borrower or any of its Restricted
Subsidiaries or (iii) obligations in respect of letters of credit or bank
guarantees that have been posted by the Borrower Parties or any of the
Restricted Subsidiaries to support the payments of the items set forth in clauses
(i) and (ii) of this Section 7.01(f).  (g)(i) deposits to secure the performance of bids, trade contracts,
governmental contracts and leases (other than Indebtedness for borrowed money),
statutory obligations, surety, stay, customs and appeal bonds, performance
bonds, performance and completion guarantees and other obligations of a like
nature (including those to secure health, safety and environmental obligations)
incurred in the ordinary course of business and (ii) obligations in respect of
letters of credit or bank guarantees that have been posted to support payment
of the items set forth in clause (i) of this Section 7.01(g);  (h)easements, rights-of-way, covenants, conditions, restrictions,
encroachments, protrusions and other similar encumbrances and minor title
defects or matters that would be disclosed in an accurate survey affecting real
property which, in the aggregate, do not in any case materially and adversely
interfere with the ordinary conduct of the business of the applicable Person;  (i)Liens securing judgments for the payment of
money not constituting an Event of Default under Section 8.01(h);  (j)Liens securing Indebtedness permitted under Section
7.03(b)(ii); provided that (i) such Liens
attach concurrently with or within two hundred and seventy (270) days after the
acquisition, repair, replacement, construction or improvement (as applicable)
of the property subject to such Liens and (ii) such Liens do not at any time
encumber any property except for accessions to such property other than the
property financed by such Indebtedness and the proceeds and the products
thereof; provided that individual financings of
equipment provided by one lender may be cross collateralized to other
financings of equipment provided by such lender;  91


(k)(i) leases, licenses, subleases or sublicenses granted to other Persons
in the ordinary course of business which do not (A) interfere in any material
respect with the business of any Borrower or any other Loan Party or (B) secure
any Indebtedness for borrowed money or (ii) the rights reserved or vested in
any Person by the terms of any lease, license, franchise, grant or permit held
by any Borrower or any of the Restricted Subsidiaries or by a statutory
provision, to terminate any such lease, license, franchise, grant or permit, or
to require annual or periodic payments as a condition to the continuance thereof;  (l)Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business;  (m)Liens (i) of a collection bank arising under Section 4-210 of the
Uniform Commercial Code on items in the course of collection, (ii) attaching to
commodity trading accounts or other commodities brokerage accounts incurred in
the ordinary course of business or (iii) in favor of a banking institution arising
as a matter of law encumbering deposits (including the right of set-off) and
which are within the general parameters customary in the banking industry;  (n)Liens (i) (A) on advances of cash or Cash Equivalents in favor of the
seller of any property to be acquired in an Investment permitted pursuant to Section
7.02(f), Section 7.02(i) or Section 7.02(n) to be applied
against the purchase price for such Investment and (B) consisting of an
agreement to Dispose of any property in a Disposition permitted under Section
7.05, in each case under this clause (i), solely to the extent such
Investment or Disposition, as the case may be, would have been permitted on the
date of the creation of such Lien and (ii) on earnest money deposits of cash or
Cash Equivalents made by any Borrower or any of the Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted hereunder;  (o)Liens in favor of a Borrower, a Loan Party or a Restricted Subsidiary
securing Indebtedness permitted under Section 7.03(b)(v), Section
7.03(b)(xi) and Section 7.03(b)(xii);  (p)Liens existing on property at the time of its acquisition or existing
on the property of any Person at the time such Person becomes a Restricted
Subsidiary, in each case after the date hereof (other than Liens on the Equity
Interests of any Person that becomes a Restricted Subsidiary) and any
modifications, replacements, renewals or extensions thereof; provided that (i) such Lien was not created in contemplation
of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such
Lien does not extend to or cover any other assets or property (other than the
proceeds or products thereof and after-acquired property subjected to a Lien
pursuant to terms existing at the time of such acquisition, it being understood
that such requirement shall not be permitted to apply to any property to which
such requirement would not have applied but for such acquisition), and (iii)
the Indebtedness secured thereby (or, as applicable, any modifications,
replacements, renewals or extension thereof) is permitted under Section 7.03;  (q)Liens arising from precautionary Uniform Commercial Code financing
statement filings (or similar filings under other applicable Law) regarding
leases entered into by any Borrower or any of the Restricted Subsidiaries in
the ordinary course of business;  (r)Liens arising out of conditional sale, title
retention, consignment or similar arrangements for sale of goods entered into
by any Borrower or any of the Restricted Subsidiaries in the ordinary course of
business and not prohibited by this Agreement;  (s)Permitted Encumbrances;  92


(t)other Liens securing Indebtedness or other
obligations permitted under this Agreement and outstanding in an aggregate
principal amount not to exceed $20,000,000;  (u)Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks not given in connection with
the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of any Borrower or any Restricted Subsidiary to permit satisfaction of
overdraft or similar obligations incurred in the ordinary course of business of
such Borrower and its Restricted Subsidiaries or (iii) relating to purchase
orders and other agreements entered into with customers of any Borrower or any
Restricted Subsidiary in the ordinary course of business;  (v)any interest or title of a licensor, sublicensor, lessor or sublessor
under any license or operating or true lease agreement;  (w)Liens on securities which are the subject of repurchase agreements
incurred in the ordinary course of business;  (x)ground leases in respect of real property on
which facilities owned or leased by any Borrower or any of its Subsidiaries are
located;  (y)Liens arising by operation of law under Article 2 of the Uniform
Commercial Code in favor of a reclaiming seller of goods or buyer of goods;  (z)security given to a public or private utility
or any Governmental Authority as required in the ordinary course of business;  (aa)Liens in the nature of the right of setoff in favor of counterparties
to contractual agreements with the Loan Parties in the ordinary course of
business; and  (bb)any exclusive or non-exclusive licenses granted under any IP Rights
that do not secure or is not granted in connection with incurrence of
Indebtedness.  SECTION 7.02. Investments. Make or hold any Investments, except:  (a)Investments by Parent, any Borrower or any Restricted Subsidiary in
assets that were Cash Equivalents when such Investment was made;  (b)loans or advances to officers, directors, members of management, and
employees of Parent, any Borrower or any Restricted Subsidiary (i) in an
aggregate amount not to exceed $2,500,000 at any time outstanding, for
business-related travel, entertainment, relocation and analogous ordinary
business purposes, or (ii) in connection with such Persons purchase of Equity
Interests of Parent (or after the occurrence of a Qualifying IPO of UHS, UHS)
in an aggregate amount not to exceed $2,500,000 at any time outstanding
(determined without regard to any write-downs or write-offs of such loans or
advances);  (c)Investments (i) by any Loan Party in any other Loan Party, (ii) by any
Restricted Subsidiary that is not a Loan Party in any Loan Party or in any
other Restricted Subsidiary that is not also a Loan Party, or (iii) by Loan
Parties in any Subsidiaries that are not Loan Parties (including Unrestricted
Subsidiaries) in an aggregate amount not to exceed $5,000,000 at any time
outstanding, plus, to the extent that any Unrestricted Subsidiary of any Loan
Party designated as such after the Closing Date is redesignated as a Restricted
Subsidiary after the Closing Date, the lesser of (x) the fair market value of
such Loan Partys Investment in such Subsidiary as of the date of such
redesignation or (y) such fair  93


market value as of the date
on which such Subsidiary was originally designated as an Unrestricted
Subsidiary after the Closing Date (in the case of clause (ii),
determined without regard to any write-downs or write-offs of such
Investments);  (d)Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors and
other credits to suppliers in the ordinary course of business;  (e)Investments consisting of Liens, Indebtedness, fundamental changes,
Dispositions and Restricted Payments permitted by Section 7.01, Section
7.03, Section 7.04, Section 7.05 and Section 7.06,
respectively;  (f)Investments existing or contemplated on the
date hereof and set forth on Schedule 7.02(f) and any modification,
replacement, renewal or extension thereof; provided that
the amount of the original Investment is not increased except by the terms of
such Investment or as otherwise permitted by this Section 7.02;  (g)Investments in Swap Contracts permitted by Section 7.03;  (h)promissory notes and other non-cash consideration received in
connection with Dispositions permitted by Section 7.05;  (i)the purchase or other acquisition of all or
substantially all of the assets or business of, any Person, or of assets
constituting a business unit, a line of business or division of, such Person,
or of all of the Equity Interests (other than directors qualifying shares) in
a Person that, upon the consummation thereof, will be owned directly by a
Borrower or one or more of their respective wholly owned Subsidiaries
(including, without limitation, as a result of a merger or consolidation); provided that, with respect to each such purchase or other
acquisition made pursuant to this Section 7.02(i) (each of the
foregoing, a Permitted Acquisition):  (A)each applicable Loan Party and any such newly created or acquired
Subsidiary shall, or will within the times specified therein, have complied
with the applicable requirements of Section 6.12;  (B)(1) immediately before and immediately after giving Pro Forma Effect to
any such purchase or other acquisition, no Event of Default shall have occurred
and be continuing, (2) Borrowing Availability both before and after giving
effect to such purchase or other acquisition shall not be less than
$20,000,000, and (3) immediately after giving effect to such purchase or other
acquisition, the Borrower Parties shall be in Pro Forma Compliance with the
financial covenant set forth in Section 7.11 (assuming for purposes of
making such determination that such financial covenant was then applicable),
such compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section
6.01(a) or Section 6.01(b) as though such purchase or other
acquisition had been consummated as of the first day of the fiscal period
covered thereby and evidenced by a certificate from the Chief Financial Officer
or Treasurer (or other equivalent officer) of UHS demonstrating such compliance
calculation in reasonable detail; and  (C)the Borrowers shall have delivered to the Administrative Agent, on
behalf of the Lenders, no later than five (5) Business Days after the date on
which any  94


such purchase or other
acquisition is consummated, a certificate of a Responsible Officer, in form and
substance reasonably satisfactory to the Administrative Agent, certifying that
all of the requirements set forth in this Section 7.02(i) have been
satisfied or will be satisfied on or prior to the consummation of such purchase
or other acquisition.  (j)Investments in connection with the
Acquisition;  (k)Investments in the ordinary course of business consisting of (i)
indorsements for collection or deposit or (ii) customary trade arrangements
with customers;  (l)Investments (including debt obligations and
Equity Interests) received in connection with the bankruptcy or reorganization
of any Person and in settlement of obligations of, or disputes with, any Person
arising in the ordinary course of business and upon foreclosure with respect to
any secured Investment or other transfer of title with respect to any secured
Investment;  (m)loans and advances to Parent in lieu of, and not in excess of the
amount of (after giving effect to any other loans, advances or Restricted
Payments in respect thereof), Restricted Payments permitted to be made to
Parent in accordance with Section 7.06;  (n)so long as immediately after giving effect to any such Investment, no
Event of Default has occurred and is continuing, other Investments (including
in Unrestricted Subsidiaries) that do not exceed (i) $25,000,000 plus (ii) the
Applicable Amount at any one time outstanding;  (o)advances of payroll payments to employees in the ordinary course of
business;  (p)Guarantees by Parent, any Borrower or any Restricted Subsidiary of
leases (other than Capitalized Leases), contracts, or of other obligations that
do not constitute Indebtedness, in each case entered into in the ordinary
course of business;  (q)at any time after the consummation of a Qualifying IPO of UHS,
Investments to the extent the consideration paid therefor consists solely of
Equity Interests of UHS;  (s)Investments consisting of promissory notes issued by any Loan Party to
future, present or former officers, directors and employees, members of
management, or consultants of UHS or any of its Subsidiaries or their
respective estates, spouses or former spouses to finance the purchase or
redemption of Equity Interests of Parent (or, after the occurrence of a
Qualifying IPO of UHS, UHS), to the extent the applicable Restricted Payment is
permitted by Section 7.06;  (t)earnest money required in connection with
Permitted Acquisitions;  (u)Investments consisting of loans and advances to Parent and its
Subsidiaries in connection with the reimbursement of expenses incurred on
behalf of the Loan Parties in the ordinary course of business;  (v)capitalization or forgiveness of any Indebtedness owed to any Loan
Parties by any other Loan Parties; and  (w)Investments to the extent the consideration paid therefor consists
solely of Equity Interests of Parent.  95


SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness, except:  (a)Indebtedness evidenced by the Senior Notes, the Senior PIK/Toggle Notes
and any Permitted Refinancing thereof;  (b)In the case of any Loan Party and any Restricted Subsidiary:  (i)Indebtedness of the Loan Parties under the
Loan Documents;  (ii)Attributable Indebtedness and purchase money obligations (including
obligations in respect of mortgage, industrial revenue bond, industrial
development bond, and similar financings) to finance the purchase, repair or
improvement of fixed or capital assets within the limitations set forth in Section
7.01(j) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $20,000,000;  (iii)Permitted Subordinated Indebtedness for all Loan Parties in an
aggregate amount such that after giving effect to the incurrence of such
Indebtedness the Interest Coverage Ratio on a Pro Forma Basis is not less that
1.50:1.00;  (iv)(A) Indebtedness assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not
incurred in contemplation of such Permitted Acquisition, or (B) Indebtedness
owed to the seller of any property acquired in a Permitted Acquisition on an
unsecured subordinated basis, which subordination shall be on terms reasonably
satisfactory to the Administrative Agent, in each case under this clause (iv),
so long as both immediately prior and after giving effect thereto (x) no Event
of Default shall exist or result therefrom, (y) the Borrower Parties shall be
in Pro Forma Compliance with the financial covenant set forth in Section
7.11, after giving effect to such Permitted Acquisition and the assumption,
incurrence or issuance of such Indebtedness, and, in each case, any Permitted
Refinancing thereof, and (z) the  amount
of Indebtedness incurred under this clause (iv) shall not exceed $20,000,000 in
the aggregate at any time outstanding;  (v)Indebtedness of any Loan Party or any Subsidiary that is not a Loan
Party owing to any other Loan Party or any Subsidiary that is not a Loan Party
in respect of an Investment permitted by Section 7.02; provided that all such Indebtedness of any
Loan Party owed to any Subsidiary that is not a Loan Party must be expressly
subordinated to the Obligations of such Loan Party, it being understood that
such Loan Party may make payments thereon prior to the occurrence (but not
during the continuance) of an Event of Default;  (vi)Indebtedness consisting of promissory notes issued by any Loan Party to
future, present or former officers, directors and employees, members of
management, or consultants of UHS or any of its Subsidiaries or their
respective estates, spouses or former spouses to finance the purchase or
redemption of Equity Interests of Parent (or, after the occurrence of a
Qualifying IPO of UHS, UHS), to the extent the applicable Restricted Payment is
permitted by Section 7.06;  (vii)Guarantees by Parent of Indebtedness of UHS and its Restricted
Subsidiaries to the extent the primary obligation is expressly permitted or not
prohibited hereunder.  (viii)Existing Indebtedness outstanding on the date hereof and listed on Schedule
7.03(b)(viii) and any Permitted Refinancing thereof;  96


(ix)Indebtedness in respect of Swap Contracts incurred in the ordinary
course of business and not for speculative purposes;  (x)Guarantees by any Borrower or any Restricted
Subsidiary in respect of Indebtedness of any Borrower or such Restricted
Subsidiary otherwise permitted hereunder; provided
that if the Indebtedness being Guaranteed is subordinated to the Obligations,
such Guarantee shall be subordinated to the Guarantee of the Obligations on
terms at least as favorable to the Lenders as those contained in the
subordination provisions of such Indebtedness;  (xi)Indebtedness of Loan Parties and Restricted Subsidiaries in an
aggregate principal amount at any time outstanding for all such Persons taken
together not exceeding $20,000,000;  (xii)Indebtedness (other than for borrowed money) subject to Liens permitted
under Section 7.01;  (xiii)Indebtedness representing deferred compensation to employees of any
Borrower or any Restricted Subsidiary incurred in the ordinary course of
business;  (xiv)Indebtedness incurred in a Permitted Acquisition or Disposition under
agreements providing for indemnification, the adjustment of the purchase price
or similar adjustments;  (xv)Indebtedness consisting of obligations of any Borrower or any
Restricted Subsidiary under deferred compensation or other similar arrangements
incurred by such Person in connection with the Transactions and Permitted
Acquisitions;  (xvi)Cash Management Obligations and other Indebtedness in respect of
netting services, overdraft protections and similar arrangements in each case
in connection with cash management and deposit accounts;  (xvii)Indebtedness consisting of (A) the financing of insurance premiums or
(B) take-or-pay obligations contained in supply arrangements, in each case, in
the ordinary course of business;  (xviii)Indebtedness incurred by any Borrower or any Restricted Subsidiary
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including in respect of workers
compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with
respect to reimbursement-type obligations regarding workers compensation
claims; provided that upon the
drawing of such letters of credit or the incurrence of such Indebtedness, such
obligations are reimbursed within 30 days following such drawing or incurrence;  (xix)obligations in respect of surety, stay, customs and appeal bonds,
performance bonds and performance and completion guarantees provided by any
Borrower or any Restricted Subsidiary or obligations in respect of letters of
credit related thereto, in each case in the ordinary course of business or consistent
with past practice;  (xx)Indebtedness in respect of any bankers acceptance, letter of credit,
warehouse receipt or similar facilities entered into in the ordinary course of
business;  97


(xxi)Attributable Indebtedness and Indebtedness incurred in connection with
sale-leaseback transactions permitted under Section 7.05(j);  (xxii)without duplication of any other Indebtedness, non-cash accruals of
interest, accretion or amortization of original issue discount and/or
pay-in-kind interest to the extent such Debt is permitted hereunder; and  (xxiii)all premiums (if any), interest (including post-petition interest),
fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (xvi).  SECTION 7.04. Fundamental
Changes. Merge,
dissolve, liquidate, consolidate with or into another Person, except that:  (a)any Restricted Subsidiary may merge with or liquidate into (i) any
Borrower (including a merger, the purpose of which is to reorganize any
Borrower into a new jurisdiction so long as such Borrower remains organized
under the laws of the United States, any state thereof or the District of
Columbia (the requirements set forth in this clause (i), and the last
proviso of this Section 7.04(a), the Jurisdictional
Requirement)); provided that
such Borrower shall be the continuing or surviving Person or the continuing or
surviving Person shall expressly assume the obligations of such Borrower in a
manner reasonably acceptable to the Administrative Agent, or (ii) any one or
more other Restricted Subsidiaries; provided that
when any Restricted Subsidiary that is a Loan Party is merging with another
Restricted Subsidiary, (A) a Loan Party shall be the continuing or surviving
Person or (B) to the extent constituting an Investment, such Investment must be
an Investment permitted by Section 7.02 and any Indebtedness
corresponding to such Investment must be permitted by Section 7.03; provided furtherthat, if any such merger
results in a new jurisdiction of organization of such Borrower or other Loan
Party, the Borrowers shall have provided the Administrative Agent with prior
written notice of such change in jurisdiction and proper financing statements, duly prepared
for filing under the Uniform Commercial Code in such jurisdiction with respect
to such Borrower or such Loan Party.  (b)(i) any Subsidiary that is not a Loan Party may merge or consolidate
with or into any other Subsidiary that is not a Loan Party and (ii) any
Subsidiary (other than any Borrower) may liquidate or dissolve or change its
legal form if the Borrowers determine in good faith that such action is in the
best interests of the business of the Borrowers;  (c)so long as no Event of Default exists or would result therefrom, any
Borrower or any Restricted Subsidiary may merge with any other Person in order
to (i) effect an Investment permitted pursuant to Section 7.02 (provided that (A) the continuing or surviving Person shall
be a Restricted Subsidiary, which together with each of its Restricted
Subsidiaries, shall have complied with the requirements of Section 6.12
and (B) to the extent constituting an Investment, such Investment must be a
permitted Investment in accordance with Section 7.02) or (ii) to effect
the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an
Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section
6.16; provided that if any Borrower is a party
to any transaction effected pursuant to this Section 7.04(c), (1) such
Borrower shall be the continuing and surviving Person or the continuing or
surviving Person shall expressly assume the obligations of such Borrower in a
manner reasonably acceptable to the Administrative Agent and (2) the Jurisdictional
Requirement shall be satisfied;  (d)UHS and its Restricted Subsidiaries may consummate the Acquisition and
the transactions contemplated thereby; and  98


(e)so long as no Event of Default exists or would result therefrom, a
merger, dissolution, liquidation or consolidation, the purpose of which is to
effect a Disposition permitted pursuant to Section 7.05, may be
effected; provided that if any Borrower is a party
to any transaction effected pursuant to this Section 7.04(e), (i) such
Borrower shall be the continuing or surviving Person or the continuing or
surviving Person shall expressly assume the obligations of such Borrower in a
manner reasonably acceptable to the Administrative Agent and (ii) the Jurisdictional
Requirement shall be satisfied.  SECTION 7.05. Dispositions. Make any Disposition except:  (a)Dispositions of obsolete, used, surplus or worn out property, whether
now owned or hereafter acquired, in the ordinary course of business, Dispositions
of equipment in the ordinary course of business in according with past practice
and Dispositions of property no longer used or useful in the conduct of the
business of the Borrowers and the Restricted Subsidiaries;  (b)Sale or discount without recourse of accounts receivable arising in the
ordinary course of business in connection with the compromise or collection
thereof;  (c)Dispositions of inventory, cash and immaterial assets in the ordinary
course of business;  (d)Dispositions of property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement property;  (e)Dispositions of property by any Borrower or any Restricted Subsidiary
to any Borrower or any other Restricted Subsidiary (including any such
Disposition effected pursuant to a merger, liquidation or dissolution); provided that if the transferor of such property is a
Guarantor or a Borrower (i) the transferee thereof must either be a Borrower or
a Guarantor or (ii) to the extent such transaction constitutes an Investment,
such transaction is permitted under Section 7.02;  (f)Dispositions permitted by Section 7.02,
Section 7.04 and Section 7.06 and Liens permitted by Section
7.01;  (g)Dispositions of Cash Equivalents;  (h)Dispositions of past due accounts receivable in connection with the
collection, write down or compromise thereof;  (i)leases, subleases, licenses, or sublicenses
of property, and Dispositions of IP Rights in the ordinary course of business,
in each case that do not materially interfere with the business of the
Borrowers and the Restricted Subsidiaries, and Dispositions of IP Rights under
a research or development agreement in which the other party receives a license
to IP Rights that result from such agreement;  (j)transfers of property subject to Casualty
Events upon receipt of the Net Cash Proceeds of such Casualty Event;  (k)Dispositions of property by any Borrower or any Restricted Subsidiary
not otherwise permitted under this Section 7.05 (including pursuant
to sale-leaseback transactions) with aggregate fair market value not to exceed
$10,000,000 in any fiscal year;  (l)Dispositions of Investments in Joint
Ventures;  99


(m)Dispositions in the ordinary course of business consisting of the
abandonment of IP Rights which, in the reasonable good faith determination of
any Borrower or any Restricted Subsidiary, are uneconomical, negligible,
obsolete or otherwise not material in the conduct of its business;  (n)Dispositions of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to any Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a
Guarantor or a Borrower, then (i) the transferee must either be a Borrower or a
Guarantor or (ii) to the extent constituting an Investment, such Investment
must be an Investment permitted by Section 7.02 and any Indebtedness
corresponding to such Investment must be permitted by Section 7.03;  (o)sales of non-core assets acquired in connection with Permitted
Acquisitions which are not used in the business of the Loan Parties;  (p)any disposition of real property to a Governmental Authority as a
result of a condemnation of such real property; and  (q)exclusive or non-exclusive licenses or similar agreements in respect of
IP Rights;  provided that any Disposition of any property
pursuant to this Section 7.05 (except pursuant to Sections 7.05(a),
(e), (f), (g), (h), (i), (j) and (m)),
shall be for not less than the fair market value of such property at the time
of such Disposition. To the extent any Collateral is Disposed of as expressly
permitted by this Section 7.05 to any Person other than a Loan Party,
such Collateral shall be sold free and clear of the Liens created by the Loan
Documents, and the Administrative Agent is hereby authorized by the Lenders to
take any actions deemed appropriate in order to effect the foregoing.  SECTION 7.06. Restricted
Payments. Declare or
make, directly or indirectly, any Restricted Payment, except:  (a)each Restricted Subsidiary may make Restricted Payments to any Borrower
and to other Restricted Subsidiaries (and, in the case of a Restricted Payment
by a non-wholly owned Restricted Subsidiary, to (i) a Borrower or such
Restricted Subsidiary and (ii) to each other owner of Equity Interests of such
Restricted Subsidiary based on their relative ownership interests);  (b)Parent, the Borrowers and each Restricted Subsidiary may declare and
make dividend payments or other distributions payable solely in the Equity
Interests (other than Disqualified Equity Interests) of such Person;  (c)to the extent constituting Restricted Payments, the Borrowers and the
Restricted Subsidiaries may enter into transactions expressly permitted by Section
7.04, Section 7.05 or Section 7.08;  (d)the Borrowers and the Restricted Subsidiaries may make Restricted
Payments to Parent:  (i)the proceeds of which shall be used by Parent
to pay its operating expenses incurred in the ordinary course of business and
other corporate overhead costs and expenses (including, without limitation,
administrative, legal, accounting and similar expenses provided by third
parties), which are reasonable and customary and incurred in the ordinary
course of business, in an aggregate amount not to exceed $1,000,000 in any
fiscal year plus any reasonable and customary indemnification claims made by
directors or officers of Parent attributable to the ownership or operations of
the Borrowers and the Restricted Subsidiaries;  100


(ii)the proceeds of which shall be used by Parent to pay franchise taxes
and other fees, taxes and expenses required to maintain Parents corporate
existence;  (iii)so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the proceeds of which will be used by
Parent to pay for the repurchase, retirement or other acquisition or retirement
for value of Equity Interests of Parent (or, after a Qualifying IPO of UHS,
UHS) held by any future, present or former employee, director, officer, member
of management or consultant of Parent or any of its Subsidiaries (or the
estate, family members, spouse or former spouse of any of the foregoing); provided that the aggregate amount of
Restricted Payments made under this clause (e)(iv) does not exceed in
any calendar year $2,500,000 (with unused amounts in any calendar year being
carried over to succeeding calendar years); and provided further that such amount in any calendar year may
be increased by an amount not to exceed (1) the cash proceeds from the sale of
Equity Interests to employees, directors, officers, members of management or
consultants of Parent or of its Subsidiaries that occurs after the Closing Date
to the extent such proceeds constitute Eligible Equity Proceeds plus (2) the amount of any cash bonuses
otherwise payable to employees, directors, officers, members of management or
consultants of Parent or any of its Subsidiaries (or the estate, family
members, spouse or former spouse of any of the foregoing) in connection with
the Transactions that are foregone in return for the receipt of Equity Interests
of Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life
insurance policies received by Parent (to the extent such proceeds are
contributed to UHS) or any Borrower or any Restricted Subsidiary after the Closing
Date (provided that the Borrowers
may elect to apply all or any portion of the aggregate increase contemplated by
clauses (1), (2) and (3) above in any calendar year) less
(4) the amount of any Restricted Payments previously made pursuant to clauses
(1), (2) and (3) of this clause (d)(iv);  (iv)to finance any Investment permitted to be made pursuant to Section
7.02; provided that (A) such
Restricted Payment shall be made substantially concurrently with the closing or
consummation of such Investment or at future times as may be scheduled at the
time of such closing or consummation to be made thereafter in connection
therewith and (B) Parent shall, immediately following the closing or
consummation thereof, cause or have caused (1) all property acquired (whether
assets or Equity Interests) to be contributed to a Borrower or a Loan Party (or
a Person that will become a Loan Party upon receipt of such contribution) or
(2) the merger (to the extent permitted in Section 7.04) of the Person
formed or acquired into a Borrower or a Loan Party in order to consummate such
Permitted Acquisition, in each case, in accordance with the requirements of Section
6.12;  (v)the proceeds of which shall be used by Parent to make cash payments in
lieu of the issuance of fractional shares in connection with the exercise of
warrants, options or other securities convertible into or exchangeable for
Equity Interests of Parent (or, after a Qualifying IPO of UHS, of UHS); provided that any such cash payment shall
not be for the purpose of evading the limitations set forth in this Section
7.06 (as determined in good faith by the board of directors or the managing
board, as the case may be, of UHS (or any authorized committee thereof));  (vi)the proceeds of which shall be used by Parent for distribution to
Parent to pay fees and expenses (other than to Affiliates) related to any
unsuccessful equity or debt offering permitted by this Agreement;  (vii)the proceeds of which shall be used by Parent to pay customary salary,
bonus and other benefits payable to officers and employees of Parent to the
extent such salaries, bonuses and  101


other benefits are directly attributable to the ownership or operations
of the Borrowers and the Restricted Subsidiaries; and  (viii)the proceeds of which shall be used by Parent to pay amounts owing
pursuant to the Sponsor Management Agreement, or other amounts of the type
described in Section 7.08(d) or Section 7.08(k), in each case to
the extent the applicable payment would be permitted under the applicable
clause in Section 7.08 if such payment were to be made by a Loan Party;
and  (e)so long as (i) no Default or Event of Default shall have occurred and
be continuing or would result therefrom and (ii) the Leverage Ratio as of the
last day of the immediately preceding four fiscal quarters was less than 6.5:1
(determined on a Pro Forma Basis after giving effect to any Restricted Payment
to be made pursuant to this Section 7.06(e)), in addition to the
foregoing Restricted Payments, Parent, the Borrowers and the Restricted
Subsidiaries may make additional Restricted Payments to their respective
shareholders in an amount not to exceed the Applicable Amount as in effect
immediately prior to the time of the making of such Restricted Payment;  (f)from and after a Qualifying IPO of UHS, UHS
may make Restricted Payments, in each case in accordance with the provision
thereof, deemed to occur upon exercise of stock options or warrants if such
Equity Interests represent a portion of the exercise price of such options or
warrants; and  (g)so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, other Restricted Payments in an aggregate
amount not to exceed $30,000,000 since the Closing Date.  SECTION 7.07. Change
in Nature of Business.
Engage in any material line of business substantially different from those
lines of business conducted by the Borrowers and the Restricted Subsidiaries on
the date hereof or any business reasonably related, supportive, complementary
or ancillary thereto.  SECTION 7.08. Transactions
with Affiliates. Enter
into any transaction of any kind with any Affiliate of the Borrowers, whether
or not in the ordinary course of business, other than (a) transactions among
Loan Parties or any entity that becomes a Loan Party as a result of such
transaction, (b) on fair and reasonable terms substantially as favorable to the
relevant Borrower or such Restricted Subsidiary as would be obtainable by such
Borrower or such Restricted Subsidiary in a comparable arms-length transaction
with a Person other than an Affiliate, (c) the payment of fees, costs and
expenses in connection with the consummation of the Transactions, (d) so long
as no Event of Default shall have occurred and be continuing under Section
8.01(a), Section 8.01(f) or Section 8.01(g)(i), the payment
of fees, expenses or other payments to the Sponsor pursuant to the Sponsor
Management Agreement as such fee provisions are set forth in the Sponsor
Management Agreement as in effect on the Closing Date, (e) loans and other
transactions by the Borrowers and the Subsidiaries to the extent not prohibited
by this Agreement, (f) entering into employment and severance arrangements
between Parent, the Borrowers and the Restricted Subsidiaries and their
respective officers and employees, as determined in good faith by the board of
directors or senior management of the relevant Person, (g) payments by the
Borrowers and the Restricted Subsidiaries pursuant to the tax sharing
agreements among the Borrowers and the Restricted Subsidiaries on customary
terms to the extent attributable to the ownership or operations of the
Borrowers and the Subsidiaries, (h) the payment of customary fees and
reimbursement of reasonable out-of-pocket costs of, and customary indemnities
provided to or on behalf of, directors, officers and employees of Parent, the
Borrowers and the Restricted Subsidiaries in the ordinary course of business or
the Sponsor or to its Affiliates, to the extent attributable to the ownership
or operations of the Borrowers and the Restricted Subsidiaries, as determined
in good faith by the board of directors or senior management of the relevant
Person, (i) transactions pursuant to the other permitted agreements in existence
on the Closing  102


Date
and set forth on Schedule 7.08 or any amendment thereto to the extent
such an amendment is not adverse to the Lenders in any material respect, (j)
Restricted Payments permitted under Section 7.06, (k) payments by the
Borrowers and the Restricted Subsidiaries to the Sponsor made for any customary
financial advisory, financing, underwriting or placement services or in respect
of other investment banking activities, including in connection with
acquisitions, financings or divestitures, which payments are approved by the
board of directors of the applicable Borrower in good faith, (l) the issuance
of Equity Interests to the management of UHS or any of its Subsidiaries in
connection with the Transaction, (m) payment of reasonable compensation to
officers and employees for services actually rendered to any Loan Party or any
of its Subsidiaries, (n) stock option and compensation plans of the Loan
Parties and their Subsidiaries, (o) advances and loans to officers, directors,
members of management and employees of Parent, any Borrower or any Restricted
Subsidiary to the extent specifically permitted under Section 7.02(b),
(p) Investments consisting of promissory notes issued by any Loan Party to
future, present or former officers, directors and employees, members of
management, or consultants of UHS or any of its Subsidiaries or their
respective estates, spouses or former spouses to finance the purchase or
redemption of Equity Interests of Parent (or, after the occurrence of a
Qualifying IPO of UHS, UHS), to the extent the applicable Restricted Payment is
permitted by Section 7.06, (q) any issuance of Equity Interests (other
than Disqualified Equity Interests), (r) Investments by the Equity Investors in
securities of Parent or any of its Restricted Subsidiaries so long as the
investments is being offered generally to other investors on the same or more
favorable terms and any other transaction involving Parent or any Restricted
Subsidiary, on the one hand, and Bear, Stearns & Co. Inc. or any of its
Affiliates, on the other hand, which transactions, in the reasonable
determination of the Board of Directors, are on commercially reasonable terms,
and (s) other transactions specifically permitted under this Agreement
(including, without limitation, sale/leaseback transactions, Dispositions,
Investments and Indebtedness).  SECTION 7.09. Burdensome
Agreements. Enter
into or permit to exist any Contractual Obligation (other than this Agreement
or any other Loan Document, the Senior Indenture or customary terms in any
documentation providing for any Permitted Refinancing thereof) that limits the
ability of (a) any Restricted Subsidiary to make Restricted Payments to any
Borrower or any Guarantor or to otherwise transfer property to or invest in any
Borrower or any Guarantor, or (b) any Borrower or any Loan Party to create,
incur, assume or suffer to exist Liens on property of such Person for the
benefit of the Secured Parties with respect to the Facilities and the
Obligations or under the Loan Documents; provided that
the foregoing shall not apply to Contractual Obligations which (i) (x) arise
under applicable law, (y) exist on the date hereof and (to the extent not
otherwise permitted by this Section 7.09) are listed on Schedule 7.09
hereto or (z) to the extent Contractual Obligations permitted by clause (y)
are set forth in an agreement evidencing Indebtedness, are set forth in any
agreement evidencing any permitted renewal, extension or refinancing of such
Indebtedness so long as such renewal, extension or refinancing does not expand
the scope of the restrictions described in clause (a) or (b) that
are contained in such Contractual Obligation, (ii) are binding on a Restricted
Subsidiary at the time such Restricted Subsidiary first becomes a Restricted
Subsidiary of a Borrower, so long as such Contractual Obligations were not
entered into in contemplation of such Person becoming a Restricted Subsidiary
of a Borrower, (iii) represent Indebtedness of a Restricted Subsidiary which is
permitted by Section 7.03, (iv) arise in connection with any
Disposition permitted by Section 7.05, (v) are customary provisions in
joint venture agreements and other similar agreements applicable to joint
ventures permitted under Section 7.02 and applicable solely to such
joint venture, (vi) are negative pledges and restrictions on Liens in favor of
any holder of Indebtedness permitted under Section 7.03 but solely to
the extent any negative pledge relates to the property financed by or the
subject of such Indebtedness (and excluding in any event any Permitted
Subordinated Indebtedness) or that expressly permits Liens for the benefit of
the Agents and the Lenders with respect to the credit facilities established
hereunder and the Obligations under the Loan Documents on a senior basis
without the requirement that such holders of such Indebtedness be secured by
such Liens on an equal and ratable, or junior, basis, (vii) are customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise
permitted hereby so long as such restrictions may relate to the assets  103


subject
thereto, (viii) comprise restrictions imposed by any agreement relating to
secured Indebtedness permitted pursuant to Section 7.03 to the extent
that such restrictions apply only to the property or assets securing such
Indebtedness, (ix) are customary provisions restricting subletting or
assignment of any lease governing a leasehold interest or (x) are customary
provisions restricting assignment or transfer of any agreement entered into in
the ordinary course of business.  SECTION 7.10. Holding
Company. Parent shall
not (a) engage in any business or activity other than (i) the ownership of all
the outstanding Equity Interests in UHS (or other Equity Interests in
accordance with clause (b) below) and activities incidental thereto,
(ii) activities necessary to consummate the Acquisition and the Transactions
and (iii) corporate maintenance activities (including the payment of taxes and
expenses associated with being a holding company), (b) own or acquire any
assets (other than Equity Interests in UHS or other Subsidiaries of UHS and
cash and Cash Equivalents in amounts reasonably required in connection with its
permitted business activities or representing proceeds of a Restricted Payment
permitted hereunder temporarily held pending further distribution to the
Permitted Holders), (c) create, incur, assume or permit to exist any Lien on
any property or asset owned by it, other than Liens under the Loan Documents or
non-consensual Liens permitted under Section 7.01, (d) incur
Indebtedness (other than Indebtedness permitted hereunder, liabilities under
the Loan Documents, unsecured Guarantees permitted hereunder, liabilities
relating to the performance of its obligations under such documents and other
liabilities (not including Indebtedness) incidental to its existence and
permitted business activities), (e) make any public offering of its common
stock or any other issuance of its Equity Interests not prohibited by Article
7, and (f) engage in any transaction that Parent is permitted to enter into
or consummate under this Article 7.  SECTION 7.11. Financial
Covenant. Interest
Coverage Ratio. Permit the Interest Coverage Ratio to be less than
1.50:1.00 as of the end of any fiscal quarter of UHS during which Borrowing
Availability has been less than $15,000,000 for three (3) consecutive days
during such quarter (beginning with the fiscal quarter ending September 30,
2007, if applicable).  SECTION 7.12. Amendments
of Certain Documents. Amend or otherwise modify (a) any of its Organization Documents in a
manner that would reasonably be expected to have a Material Adverse Effect, (b)
the Merger Agreement with respect to any economic provisions or in a manner
materially adverse to the Administrative Agent or the Lenders or (c) any other
Related Document, including any Senior Notes Document or Senior PIK/Toggle
Notes Document, except as permitted by the Intercreditor Agreement, or (d) any
term or condition of any Junior Financing Documentation in any manner
materially adverse to the interests of the Administrative Agent or the Lenders,
in each case without the consent of the Administrative Agent.  SECTION 7.13. Accounting
Changes. Make any
change in (a) fiscal year or (b) accounting policies or reporting policies
except as required or permitted by generally accepted accounting principles; provided, however, that the Borrowers may,
upon written notice to the Administrative Agent, change their fiscal year to
any other fiscal year reasonably acceptable to the Administrative Agent, in
which case, the Borrowers and the Administrative Agent will, and are hereby
authorized by the Lenders to, make any adjustments to this Agreement and to the
covenants contained herein that are deemed reasonably necessary by the
Administrative Agent, and not objected to by the Required Lenders, to reflect
such change in fiscal year.  SECTION 7.14. Prepayments,
Etc. of Permitted Subordinated Indebtedness. Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner (it
being understood that payments of regularly scheduled interest shall be
permitted) any Permitted Subordinated Indebtedness, except (a) so long as no
Event of Default shall have occurred and be continuing or would result
therefrom, (i) for an aggregate purchase price not to exceed $5,000,000;  104


provided that, if the Leverage Ratio as of the last
day of the immediately preceding four fiscal quarters was less than 5.0:1, such
amount may be increased by an amount equal to the sum of (x) $5,000,000 and (y)
an amount equal to 100% of the Applicable Amount that is Not Otherwise Applied
or (ii) the refinancing thereof with the Net Cash Proceeds of any Permitted
Subordinated Indebtedness or Eligible Equity Proceeds that are Not Otherwise
Applied and (b) the conversion of any Permitted Subordinated Indebtedness to
Equity Interests (other than Disqualified Equity Interests).  SECTION 7.15. Designated
Senior Debt. Designate any Indebtedness (other than under
this Agreement and the other Loan Documents) of the Borrowers or the Restricted
Subsidiaries as Designated Senior Indebtedness or Senior Secured Financing
(or any comparable term) under, and as defined in, any Junior Financing
Documentation.  ARTICLE 8  EVENTS OF DEFAULT AND REMEDIES  SECTION 8.01. Events
of Default. Any of
the following shall constitute an Event of Default:  (a)Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise), any amount of principal of any Loan or any L/C Borrowing, or (ii)
within five (5) Business Days after the same becomes due, any interest or any
fee payable pursuant to Section 2.09 or any other amount payable
hereunder or with respect to any other Loan Document; or  (b)Specific Covenants. Any Loan Party fails to perform or observe
any term, covenant or agreement contained in (i) any of Section 6.03(a),
Section 6.05(a) (solely with respect to the Borrowers) or Section
6.11 or Article 7 (provided
that any Event of Default under Section 7.11 is subject to cure
as contemplated by the last proviso set forth in the definition of Consolidated
EBITDA), (ii) any of Section 6.01(e), Section 6.03(c) and Section
6.07 and such failure continues for ten (10) days (provided that with
respect to Section 6.07, if such Loan Party is making good faith efforts
to cure such failure, such cure period shall be thirty (30) days), or (iii) any
of Section 6.10 and Section 5 of the Security Agreement and such failure
continues for five (5) Business Days; or  (c)Other Defaults. Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for thirty (30) days after knowledge of a
Responsible Officer or notice thereof by the Administrative Agent to the
Borrowers; or  (d)Representations and Warranties. Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of any Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
required to be delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect when made or, as provided in Section
4.02, deemed made; or  (e)Cross-Default. Any Loan Party or any Restricted Subsidiary
(i) fails to make any payment beyond the applicable grace period with respect
thereto, if any (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder and determined, in the case of any Swap Contract, by
reference to the Swap Termination Value of such Swap Contract) having an
aggregate outstanding principal amount of not less than the Threshold Amount,
or (ii) fails to observe or perform any other agreement or condition relating  105


to any such Indebtedness, or
any other event occurs, the effect of which default or other event is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity; provided that
this clause (e)(ii) shall not apply to secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness, if such sale or transfer is permitted hereunder and
under the documents providing for such Indebtedness; or  (f)Insolvency Proceedings, Etc.Any Loan Party or any of its Restricted
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes a general assignment for the benefit of
creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, administrator, administrative receiver or similar
officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for sixty (60) calendar days; or
any proceeding under any Debtor Relief Law relating to any such Person or to
all or any material part of its property is instituted without the consent of
such Person and continues undismissed or unstayed for sixty (60) calendar days,
or an order for relief is entered in any such proceeding; or  (g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within sixty (60) days after its issue or levy; or  (h)Judgments. There is entered against any Loan Party or any Restricted Subsidiary
one or more final judgments or orders for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which such insurer has been notified of such
judgment or order and has not denied coverage) and there is a period of sixty
(60) consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or  (i)ERISA. An ERISA Event shall have occurred that, when taken together with all
other ERISA Events that have occurred, could reasonably be expected to result
in a Material Adverse Effect; or  (j)Invalidity of Loan Documents. Any material provision of any Loan
Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder (including as a result of a
transaction permitted under Section 7.04 or Section 7.05) or
satisfaction in full of all the Obligations (other than contingent
indemnification obligations not then due and payable or Letters of Credit that
are collateralized in a manner reasonably satisfactory to the applicable L/C
Issuer), ceases to be in full force and effect; or any Loan Party contests in
writing the validity or enforceability of any provision of any Loan Document;
or any Loan Party denies in writing that it has any or further liability or
obligation under any Loan Document (other than as a result of repayment in full
of the Obligations (other than contingent indemnification obligations not then
due and payable or Letters of Credit that are collateralized in a manner
reasonably satisfactory to the applicable L/C Issuer) and termination of the
Aggregate Commitments or as a result of a transaction permitted hereunder or
thereunder (including under Section 7.04 or Section 7.05)), or
purports in writing to revoke or rescind any Loan Document; or  106


(k)Change of Control. There occurs any Change of Control; or  (l)Collateral Documents. Any Collateral Document after delivery
thereof pursuant to Section 4.02 or Section 6.12 shall for any
reason (other than pursuant to the terms thereof including as a result of a
transaction permitted under Section 7.04 or Section 7.05) cease
to create a valid and perfected, subject to limitations set forth in the Loan
Documents, first priority Lien on and security interest in any Collateral
covered thereby, subject to Permitted Liens, or any Loan Party shall assert in
writing such invalidity or lack of perfection or priority (other than in an
informational notice to the Administrative Agent), except (i) to the extent
that any such loss of perfection or priority results from the failure of the
Administrative Agent to maintain possession of certificates actually delivered
to it representing securities pledged under the Collateral Documents or to file
Uniform Commercial Code continuation statements, (ii) as to Collateral consisting of real property, to the extent that such
losses are covered by a lenders title insurance policy and the related insurer
shall not have ultimately denied or disclaimed in writing that such losses are
covered by such title insurance, notwithstanding any initial denial or
disclaimer of coverage by the Title Company under lenders title insurance
policy, (iii) as a result of the
sale, release or other Disposition of the applicable Collateral in a
transaction permitted under the Loan Documents and (iv) relating to an
immaterial amount of the Collateral; or  (m)Any information contained in any Borrowing Base Certificate or
Alternative Borrowing Base Certificate is untrue or incorrect in any respect
(other than inadvertent errors not exceeding $1,000,000 in the aggregate in any
Borrowing Base Certificate or Alternative Borrowing Base Certificate, as the
case may be) and, after giving effect to the correction of such errors and as a
result thereof (i) Borrowing Availability is less than $15,000,000 and (ii) the
Interest Coverage Ratio as of the last day of the next ending fiscal quarter of
UHS is less than 1.50:1.00.  SECTION 8.02. Remedies
Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:  (a)declare the Revolving Credit Commitment of each Lender to make Loans
and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such Revolving Credit Commitments and obligation shall be
terminated;  (b)declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrowers;  (c)require that the Borrowers Cash Collateralize the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and  (d)exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable Law;  provided that upon the occurrence of an actual or
deemed entry of an order for relief with respect to any Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Borrowers to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.  107


SECTION 8.03. Application
of Funds. After the
exercise of remedies provided for in Section 8.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 8.02), any amounts received on account
of the Obligations shall be applied by the Administrative Agent in the
following order:  First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs payable under Section 10.04 and amounts
payable under Article 3, but not including principal of or interest on
any Loan) payable to the Administrative Agent in its capacity as such;  Second, to the payment in full of the Unfunded
Advances/Participations (the amounts so applied to be distributed between or
among the Administrative Agent, the Swing Line Lender and any L/C Issuer pro rata in accordance with the amounts of Unfunded
Advances/Participations owed to them on the date of any distribution);  Third, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders and any L/C Issuer (including
Attorney Costs payable under Section 10.05 and amounts payable under Article
3), ratably among them in proportion to the amounts described in this clause
Third payable to them;  Fourth, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings,
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth payable to them;  Fifth, ratably to (a) the Administrative Agent for
the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit and
(b) to payment of that portion of the Obligations constituting unpaid principal
of the Loans, ratably among the Secured Parties in proportion to the respective
amounts described in this clause Fifth held by them;  Sixth, to the payment of the Secured Hedge
Obligations, the Cash Management Obligations and all other Obligations of the
Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate
amounts of all such Obligations owing to the Administrative Agent and the other
Secured Parties on such date; and  Last, the balance, if any, after all of the
Obligations (other than contingent indemnification obligations not then due and
payable and Letters of Credit that are cash collateralized on terms reasonably
satisfactory to the applicable L/C Issuer) have been paid in full, to the
Borrowers or as otherwise required by Law.  Subject
to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth (b) above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above and, if no
Obligations remain outstanding, delivered to the Borrowers.  108


ARTICLE 9  ADMINISTRATIVE AGENT AND OTHER AGENTS  SECTION 9.01. Authorization
and Action. (a)  Each Lender (in its capacities as a Lender, a
Swing Line Lender (if applicable), an Issuing Bank (if applicable) and on
behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to such Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto. As
to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Loans), no Agent shall be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders, all Hedge Banks and all holders
of Notes; provided, however,
that, whether or not expressly provided fro in this Agreement or the other Loan
Documents, no Agent shall be required to take any action that exposes or which
such Agent reasonably believes exposes such Agent to personal liability or that
is contrary to this Agreement or applicable law. Each Agent agrees to give to
each Lender prompt notice of each notice given to it by the Borrowers pursuant
to the terms of this Agreement.  (b)In furtherance of the foregoing, each Lender (in its capacities as a
Lender, a Swing Line Lender (if applicable), an Issuing Bank (if applicable)
and on behalf of itself and its Affiliates as potential Hedge Banks) hereby
appoints and authorizes the Collateral Agent to act as the agent of such Lender
for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Secured
Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Collateral Agent (and any
Supplemental Collateral Agents appointed by the Collateral Agent pursuant to Section
9.01(c) for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents, or for exercising
any rights or remedies thereunder at the direction of the Collateral Agent),
shall be entitled to the benefits of this Article 9 (including, without
limitation, Section 9.05 as though any such Supplemental Collateral
Agents were an Agent under the Loan Documents) as if set forth in full herein
with respect thereto.  (c)Any Agent may execute any of its duties under this Agreement or any
other Loan Document (including for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral Documents
or of exercising any rights and remedies thereunder at the direction of the
Collateral Agent) by or through agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel and other consultants or experts concerning
all matters pertaining to such duties. The Collateral Agent may also from time
to time, when the Collateral Agent deems it to be necessary or desirable,
appoint one or more trustees, co-trustees, collateral co-agents, collateral
subagents or attorneys-in-fact (each, a Supplemental
Collateral Agent) with respect to all or any part of the
Collateral; provided, however,
that no such Supplemental Collateral Agent shall be authorized to take any
action with respect to any Collateral unless and except to the extent expressly
authorized in writing by the Collateral Agent. Should any instrument in writing
from the Borrowers or any other Loan Party be required by any Supplemental
Collateral Agent so appointed by the Collateral Agent to more fully or
certainly vest in and confirm to such Supplemental Collateral Agent such
rights, powers, privileges and duties, the Borrowers shall, or shall cause such
Loan Party to, execute, acknowledge and deliver any and all such instruments
promptly upon request by the Collateral Agent. If any Supplemental Collateral
Agent, or successor thereto, shall die, become incapable of acting, resign or
be removed, all rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall automatically vest in
and be exercised by the Collateral Agent until the appointment of a new  109


Supplemental Collateral
Agent. No Agent shall be responsible for the negligence or misconduct of any
agent, attorney-in-fact or Supplemental Collateral Agent that it selects in
accordance with the foregoing provisions of this Section 9.01(c) in the
absence of such Agents gross negligence, bad faith or willful misconduct.  SECTION 9.02. Agents Reliance, Etc.Neither any Agent nor any of their respective
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence, bad faith or willful
misconduct. Without limitation of the generality of the foregoing, each
Agent:  (a) may consult with legal
counsel (including counsel for any Loan Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts; (b) makes no warranty or representation to
any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in
connection with the Loan Documents; (c) shall not have any duty to ascertain or
to inquire as to the performance, observance or satisfaction of any of the
terms, covenants or conditions of any Loan Document on the part of any Loan
Party or the existence at any time of any Default under the Loan Documents or
to inspect the property (including the books and records) of any Loan Party;
(d) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant thereto; and (e) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram
or telecopy) believed by it to be genuine and signed or sent by the proper
party or parties.  SECTION 9.03. Merrill
Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc.
and Affiliates. With
respect to its Revolving Credit Commitments, the Loans made by it and any Notes
issued to it, ML Capital shall have the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as though it was not an
Agent; and the term Lender or Lenders shall, unless otherwise expressly
indicated, include ML Capital in its individual capacities. ML Capital and its
affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Loan Party, any of its Subsidiaries and any
Person that may do business with or own securities of any Loan Party or any
such Subsidiary, all as if ML Capital was not an Agent and without any duty to
account therefor to the Lenders. No Agent shall have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to any
Loan Party or any of its Subsidiaries to the extent such information was
obtained or received in any capacity other than as such Agent.  SECTION 9.04. Lender
Credit Decision. Each
Lender acknowledges that it has, independently and without reliance upon any
Agent or any other Lender and based on the financial statements referred to in Section
5.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon
any Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.  SECTION 9.05. Indemnification. (a) 
Each Lender severally agrees to indemnify each Agent (to the extent not
promptly reimbursed by the Borrowers) from and against such Lenders ratable
share (determined as provided below) of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever  110


that
may be imposed on, incurred by, or asserted against such Agent in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by such Agent under the Loan Documents (collectively, the Indemnified
Costs); provided, however, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agents gross
negligence or willful misconduct as found in a final, non-appealable judgment
by a court of competent jurisdiction. Without limitation of the foregoing, each
Lender agrees to reimburse each Agent promptly upon demand for its ratable
share of any costs and expenses (including, without limitation, reasonable fees
and expenses of counsel) payable by the Borrowers under Section 10.04,
to the extent that such Agent is not promptly reimbursed for such costs and
expenses by the Borrowers. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 9.05
applies whether any such investigation, litigation or proceeding is brought by
any Lender or any other Person.  (b)Each Lender severally agrees to indemnify the Issuing Bank (to the
extent not promptly reimbursed by the Borrowers) from and against such Lenders
ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Issuing Bank in any way relating to or
arising out of the Letters of Credit or the Loan Documents or any action taken
or omitted by the Issuing Bank under the Letters of Credit or the Loan
Documents; provided, however,
that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Issuing Banks gross negligence or
willful misconduct as found in a final, non-appealable judgment by a court of
competent jurisdiction. Without limitation of the foregoing, each Lender agrees
to reimburse the Issuing Bank promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel) payable by the Borrowers under Section 9.04, to the extent
that the Issuing Bank is not promptly reimbursed for such costs and expenses by
the Borrowers.  (c)For purposes of this Section 9.05, each Lenders respective
ratable share of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal amount of the Loans outstanding at such time
and owing to such Lender, (ii) such Lenders Pro Rata Share of the aggregate
available amount of all Letters of Credit outstanding at such time, and (iii)
such Lenders unused Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line
Loans owing to the Swing Line Lender and of Letter of Credit Loans owing to the
Issuing Bank shall be considered to be owed to the Lenders ratably in
accordance with their respective Revolving Credit Commitments. The failure of
any Lender to reimburse any Agent or the Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid by
the Lenders to such Agent or the Issuing Bank, as the case may be, as provided
herein shall not relieve any other Lender of its obligation hereunder to
reimburse such Agent or the Issuing Bank, as the case may be, for its ratable
share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse such Agent or the Issuing Bank, as the case may be,
for such other Lenders ratable share of such amount. Without prejudice to the
survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 9.05 shall survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.  SECTION 9.06. Successor
Agents. Any Agent may
resign as to any or all of the Facilities at any time by giving written notice
thereof to the Lenders and the Borrowers and may be removed as to all of the
Facilities at any time with or without cause by the Required Lenders; provided, however, that
any removal of the Administrative Agent will not be effective until it or its
Affiliate has also been replaced as Collateral Agent, Swing Line Lender and
Issuing Bank and discharged from all of its obligations in respect thereof. Upon
any such resignation or removal, the Required Lenders shall have  111


the
right (with the consent of the Borrowers, so long as no Event of Default under Section
8.01(a) or (f) has occurred or is continuing) to appoint a successor Agent
as to such of the Facilities as to which such Agent has resigned or been
removed. If no successor Agent shall have been so appointed by the Required
Lenders (or, so long as no Event of Default Section 8.01(a) or (f) has
occurred or is continuing, consented to by the Borrowers), and shall have
accepted such appointment, within 30 days after the retiring Agents giving of
notice of resignation or the Required Lenders removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a commercial bank organized under the laws of the United
States or of any State thereof and having a combined capital and surplus of at
least $250,000,000. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent as to all of the Facilities and, in the case of a
successor Collateral Agent, upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements
to the Mortgages, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may reasonably request, in order to
continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents, such successor Agent shall succeed to and become vested
with all the rights, powers, discretion, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent as to less than all of the Facilities and,
in the case of a successor Collateral Agent, upon the execution and filing or
recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other instruments or
notices, as may be reasonably necessary or desirable, or as the Required
Lenders may request, in order to continue the perfection of the Liens granted
or purported to be granted by the Collateral Documents, such successor Agent
shall succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Agent as to such Facilities, other than
with respect to funds transfers and other similar aspects of the administration
of Borrowings under such Facilities, issuances of Letters of Credit
(notwithstanding any resignation as Agent with respect to the Letter of Credit
Facility) and payments by the Borrowers in respect of such Facilities, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement as to such Facilities, other than as aforesaid.
If within 45 days after written notice is given of the retiring Agents
resignation or removal under this Section 9.06 no successor Agent shall
have been appointed and shall have accepted such appointment, then on such 45th
day (a) the retiring Agents resignation or removal shall become effective, (b)
the retiring Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (c) the Required Lenders shall
thereafter perform all duties of the retiring Agent under the Loan Documents
until such time, if any, as the Required Lenders appoint a successor Agent as
provided above. After any retiring Agents resignation or removal hereunder as
Agent as to any of the Facilities shall have become effective, the provisions
of this Article 9 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent as to such Facilities under this
Agreement.  SECTION 9.07. Other
Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or
signature pages of this Agreement as a syndication agent, documentation
agent, bookrunner, or lead arranger shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
to the extent expressly set forth herein and, in the case of such Lenders,
those applicable to all Lenders as such. Without limiting the foregoing, none
of the Lenders or other Persons so identified shall have or be deemed to have
any fiduciary relationship with any Lender. Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.  SECTION 9.08. Intercreditor
Agreement. Each of
the Lenders and each L/C Issuer hereby acknowledges that it has received and
reviewed the Intercreditor Agreement and agrees to be bound by the terms
thereof. Each Lender and L/C Issuer (and each Person that becomes a Lender or
L/C Issuer hereunder pursuant to Section 10.07) hereby (a) acknowledges
that ML Capital is acting under  112


the
Intercreditor Agreement in its capacity as the Collateral Agent and Wells Fargo
Bank, National Association is acting under the Intercreditor Agreement in its
capacity as the Second Lien Collateral Agent and (b) waives any conflict of
interest, now contemplated or arising hereafter, in connection therewith and
agrees not to assert against ML Capital any claims, causes of action, damages
or liabilities of whatever kind or nature relating thereto. Each Lender and
each L/C Issuer (and each Person that becomes a Lender or L/C Issuer hereunder
pursuant to Section 10.07) hereby authorizes and directs ML Capital to
enter into the Intercreditor Agreement on behalf of such Lender or L/C Issuer
and agrees that ML Capital, in its capacity thereunder, may take such actions
on its behalf as is contemplated by the terms of the Intercreditor Agreement.  ARTICLE 10  MISCELLANEOUS  SECTION 10.01. Amendments, Etc.No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
any Borrower or any other Loan Party therefrom, shall be effective unless (x)
in the case of any amendment necessary to implement the terms of any Additional
Revolving Credit Loans, as applicable, in accordance with the terms hereof, in
writing signed by the relevant Borrower, the Administrative Agent and the relevant
Additional Lenders, as applicable, and (y) in the case of any other amendment,
in writing signed by the Required Lenders (or by the Administrative Agent with
the consent of the Required Lenders) and the relevant Borrower or the
applicable Loan Party, as the case may be, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided that no such amendment,
waiver or consent shall:  (a)extend or increase the Revolving Credit Commitment of any Lender
without the written consent of each Lender directly affected thereby (it being
understood that a waiver of any condition precedent set forth in Section
4.01 or Section 4.02, or the waiver of any Default, Event of
Default, mandatory prepayment or mandatory reduction of the Revolving Credit
Commitments shall not constitute an extension or increase of any Revolving
Credit Commitment of any Lender);  (b)postpone any date scheduled for any payment of principal or interest
under Section 2.07 or Section 2.08 or fees under Section
2.03(i) or Section 2.09(a), without the written consent of each
Lender directly affected thereby;  (c)reduce or forgive the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the
second proviso to this Section 10.01) any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby, it being understood that any change to the definition
of Leverage Ratio or in the component definitions thereof shall not constitute
a reduction in any rate of interest; provided that
only the consent of the Required Lenders shall be necessary to amend the
definition of Default Rate or to waive any obligation of the Borrowers to pay
interest at the Default Rate;  (d)change any provision of this Section 10.01, the definition of Required
Lenders or the definition of Supermajority Required Lenders;  (e)change the definition of Pro Rata Share, Section 2.12(a), Section
2.13 or Section 8.03 in any manner that would alter the pro rata
sharing of payments or other amounts required thereby without the written
consent of each Lender affected thereby;  113


(f)release all or substantially all of the
Collateral in any transaction or series of related transactions (it being
understood that a transaction permitted under Section 7.05 shall not
constitute the release of all or substantially all of the Collateral), without
the written consent of each Lender; or  (g)other than in connection with a transaction permitted under Section
7.04 or Section 7.05, release any material Guarantor from its
obligations under the Guaranty, without the written consent of each Lender;  provided  further that no such amendment, waiver
or consent shall increase the percentage advance rates set forth in the
definition of the Borrowing Base, or make less restrictive the nondiscretionary
criteria for exclusion from Eligible Accounts, Eligible Unbilled Accounts,
Eligible Rental Equipment, Eligible Wholesale Disposables and Eligible
Equipment Disposables set forth in Sections 2.15 and 2.16 without
the written consent of Supermajority Required Lenders, and provided
still further that (i) no amendment, waiver or consent shall, unless
in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or
any Letter of Credit Application relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of, or any fees or other amounts payable to, the
Administrative Agent under this Agreement or any other Loan Document; and (iv) Section
10.07(g) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded
by an SPC at the time of such amendment, waiver or other modification. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Revolving Credit Commitment of such Lender may not be increased or extended
without the consent of such Lender (it being understood that any Revolving
Credit Commitments or Loans held or deemed held by any Defaulting Lender shall
be excluded from a vote of the Lenders hereunder requiring any consent of the
Lenders).  Notwithstanding anything to
the contrary contained in Section 10.01, in the event that the Borrowers
request that this Agreement be modified or amended in a manner that would
require the unanimous consent of all of the Lenders and such modification or
amendment is agreed to by the Required Lenders, then with the consent of the
Borrowers and the Required Lenders, the Borrowers and the Required Lenders
shall be permitted to amend the Agreement without the consent of the
Non-Consenting Lenders to provide for the termination of the Revolving Credit
Commitment of each Non-Consenting Lender at the election of the Borrowers and
the Required Lenders, (b) the addition to this Agreement of one or more other
financial institutions (each of which shall be an Eligible Assignee), or an
increase in the Revolving Credit Commitment of one or more of the Required
Lenders (with the written consent thereof), so that the total Revolving Credit
Commitment after giving effect to such amendment shall be in the same amount as
the total Revolving Credit Commitment immediately before giving effect to such
amendment, (c) if any Loans are outstanding at the time of such amendment, the
making of such additional Loans by such new financial institutions or Required
Lender or Lenders, as the case may be, as may be necessary to repay in full
with accrued interest and fees, at par, the outstanding Loans of the
Non-Consenting Lenders immediately before giving effect to such amendment and
(d) such other modifications to this Agreement as may be appropriate to effect
the foregoing clauses (a), (b) and (c).  Further, notwithstanding
anything to the contrary contained in Section 10.01, if within thirty
(30) days following the Closing Date, the Administrative Agent and the
Borrowers shall have jointly identified an obvious error or any error or
omission of a technical or immaterial nature, in each case, in any provision of
the Loan Documents, then the Administrative Agent and the Borrowers shall be
permitted to  114


amend
such provision and such amendment shall become effective without any further
action or consent of any other party to any Loan Document if the same is not
objected to in writing by the Required Lenders within five (5) Business Days
following receipt of notice thereof.  SECTION 10.02. Notices
and Other Communications; Facsimile Copies. (a)  General.
Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or any other Loan Document shall be in writing
(including by facsimile transmission). All such written notices shall be
mailed, faxed or delivered to the applicable address, facsimile number or
(subject to Section 10.02(c)) electronic mail address, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:  (i)if to any Borrower, any Guarantor, the
Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the other parties; and  (ii)if to any other Lender, to the address, facsimile number, electronic
mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the
relevant Borrower, the Administrative Agent, the L/C Issuer and the Swing Line
Lender.  All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the relevant party hereto and (ii) (A) if delivered by
hand or by courier, when signed for by or on behalf of the relevant party
hereto; (B) if delivered by mail, four (4) Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt
has been confirmed; and (D) if delivered by electronic mail (which form of
delivery is subject to the provisions of Section 10.02(c)), when
delivered; provided that notices and other
communications to the Administrative Agent, the L/C Issuer and the Swing Line
Lender pursuant to Article 2 shall not be effective until actually
received by such Person. In no event shall a voice mail message be effective as
a notice, communication or confirmation hereunder.  (b)Effectiveness of Facsimile Documents and
Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on all Loan
Parties, the Agents and the Lenders. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually signed
original thereof; provided that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.  (c)Reliance by Agents and Lenders. The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of any Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrowers shall
indemnify each Agent-Related Person and each Lender from all actual losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of any Borrower in the absence of
gross negligence, bad faith or willful misconduct.  115


SECTION 10.03. No
Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by Law.  SECTION 10.04. Attorney
Costs, Expenses and Taxes. The Borrowers agree upon and following the Closing Date (a) to pay or
reimburse the Administrative Agent for all reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation, syndication
and execution of this Agreement and the other Loan Documents, and any
amendment, waiver, consent or other modification of the provisions hereof and
thereof, and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs of one attorney
for all Lenders and the Administrative Agent (which shall be Shearman &
Sterling LLP) and such other local counsel in each foreign jurisdiction as
agreed between the Administrative Agent and the Borrowers, and (b) to pay or
reimburse the Administrative Agent and each Lender for all reasonable
out-of-pocket costs and expenses incurred in connection with the enforcement of
any rights or remedies under this Agreement or the other Loan Documents
(including all such costs and expenses incurred during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs of counsel (which counsel shall be limited as provided in Section
10.05). The foregoing costs and expenses shall include all reasonable
search, filing, recording, title insurance and appraisal charges and fees and
taxes related thereto, and other reasonable out-of-pocket expenses incurred by
any Agent. All amounts due under this Section 10.04 shall be paid
promptly (but in any event within 30 days) following receipt by the Borrowers
of an invoice relating thereto setting forth such expenses in reasonable detail.
The agreements in this Section 10.04 shall survive the termination
of the Aggregate Commitments and repayment of all other Obligations. If any
Loan Party fails to pay when due any costs, expenses or other amounts payable
by it hereunder or under any Loan Document, such amount may be paid on behalf
of such Loan Party by the Administrative Agent or any Lender, in its sole
discretion.  SECTION 10.05. Indemnification
by the Borrowers. The
Borrowers shall indemnify and hold harmless each Agent-Related Person, each
Lender, each L/C Issuer and their respective Affiliates, directors, officers,
employees, counsel, agents, attorneys-in-fact, trustees and advisors
(collectively the Indemnitees)
from and against any and all liabilities, obligations, actual losses, actual
damages, penalties, claims, demands, actions, judgments, suits, reasonable
costs, reasonable expenses and reasonable disbursements (including Attorney
Costs (which shall be limited to one (1) counsel to the Administrative Agent
and the Lenders (exclusive of one local counsel to the Administrative Agent and
the Lenders in each appropriate jurisdiction), unless (x) the interests of the
Administrative Agent and the Lenders are sufficiently divergent, in which case
one (1) additional counsel may be appointed and (y) if the interests of any
Lender or group of Lenders (other than all of the Lenders) are distinctly or
disproportionately affected, one (1) additional counsel for such Lender or
group of Lenders in the case of clause (a) below)) of any kind or nature
whatsoever which may at any time be imposed on, incurred by or asserted against
any such Indemnitee in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of
the transactions contemplated thereby, (b) any Revolving Credit Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (c) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by any Borrower, any Subsidiary or any
other Loan Party, or any  116


Environmental
Liability related in any way to any Borrower, any Subsidiary or any other Loan
Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense
of any pending or threatened claim, investigation, litigation or proceeding)
and regardless of whether any Indemnitee is a party thereto (and regardless of
whether such matter is instituted by a third party or by any Borrower or any
other Loan Party) (all the foregoing, collectively, the Indemnified
Liabilities), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses or disbursements (x) have
been determined in the final judgment of a court of competent jurisdiction to
have resulted from the gross negligence, bad faith or willful misconduct of any
Indemnitee or any of its directors, officers or employees or a material breach
of the Loan Documents by any Indemnitee or (y) arise from claims of any of the
Lenders solely against one or more Lenders (and not by one or more Lenders
against the Administrative Agent or one or more of the other Agents) that have
not resulted from the action, inaction, participation or contribution of any
Borrower or their respective Subsidiaries or other Affiliates or any of their
respective officers, directors, stockholders, partners, members, employees,
agents, representatives or advisors. No Indemnitee shall be liable for any
damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems
in connection with this Agreement, nor shall any Indemnitee or any Loan Party
have any liability for any special, punitive, indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date). In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 10.05 applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by any Loan Party, its directors, shareholders or creditors or an
Indemnitee or any other Person, whether or not any Indemnitee is otherwise a
party thereto and whether or not any of the transactions contemplated hereunder
or under any of the other Loan Documents is consummated. All amounts due under
this Section 10.05 shall be paid promptly (but in any event within
thirty (30) days) after written demand therefor; provided, however, that such Indemnitee shall promptly
refund such amount to the extent that there is a final judicial or arbitral
determination that such Indemnitee was not entitled to indemnification or
contribution rights with respect to such payment pursuant to the express terms
of this Section 10.05. The agreements in this Section 10.05
shall survive the resignation of the Administrative Agent, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.  SECTION 10.06. Payments
Set Aside. To the
extent that any payment by or on behalf of any Borrower is made to any Agent or
any Lender, or any Agent or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender severally agrees to pay to the Administrative Agent upon
demand its applicable share of any amount so recovered from or repaid by any
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the applicable Federal Funds Rate
from time to time in effect.  SECTION 10.07. Successors
and Assigns. (a)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may
assign or otherwise transfer any of its rights or  117


obligations
hereunder without the prior written consent of each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of Section
10.07(b), (ii) by way of participation in accordance with the provisions of
Section 10.07(d), (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 10.07(f) or Section
10.07(h), as the case may be, or (iv) to an SPC in accordance with the
provisions of Section 10.07(g) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in Section 10.07(d)
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.  (b)Any Lender may at any time assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Revolving Credit Commitment and the Loans (including for
purposes of this Section 10.07(b), participations in L/C Obligations and
in Swing Line Loans) at the time owing to it); provided
that (i) except in the case of an assignment of the entire remaining amount of
the assigning Lenders Revolving Credit Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of
the Revolving Credit Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Revolving Credit Commitment is
not then in effect, the outstanding principal balance of the Loan of the
assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent shall not be less than $1,000,000, in the case of any
assignment in respect of the Revolving Credit Facility; (ii) except in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (but
subject to clause (iv) below), each of the Administrative Agent and, so
long as no Event of Default in respect of Section 8.01(a), Section
8.01(f) or Section 8.01(g)(i) has occurred and is continuing and
except for assignments in connection with the exchange of Lenders interests
pursuant to arrangements relating thereto among the Lenders following the date
on which either any Event of Default referred to in Section 8.01(f) or Section
8.01(g)(i) shall have occurred and be continuing in respect of any Borrower
or the Loans shall have been declared immediately due and payable pursuant to Section
8.02, each Borrower consents to such assignment (each such consent not to
be unreasonably withheld or delayed); (iii) any assignment must be approved by
the Administrative Agent, the L/C Issuer and the Swing Line Lender (each such
consent not to be unreasonably withheld or delayed); (v) the parties (other
than the relevant Borrower unless its consent to such assignment is required
hereunder) to each assignment shall (A) execute and deliver to the
Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent (which initially may be ClearPar,
LLC) or (B) manually execute and deliver to the Administrative Agent an
Assignment and Assumption; and (vi) the assigning Lender shall deliver any
Notes evidencing such Loans to the relevant Borrower or the Administrative
Agent. Subject to acceptance and recording thereof by the Administrative Agent
pursuant to Section 10.07(c), from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lenders rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Section 3.01, Section 3.04, Section
3.05, Section 10.04 and Section 10.05 with respect to facts
and circumstances occurring prior to the effective date of such assignment). Upon
request, and the surrender by the assigning Lender of its Note, the relevant
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this clause (b) shall be  118


treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.07(d).  (c)The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at the Administrative Agents Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Revolving Credit
Commitments of, and principal amounts (and related interest amounts) of the
Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings
and amounts due under Section 2.03, owing to, each Lender pursuant to
the terms hereof from time to time (the Register).
The entries in the Register shall be conclusive, absent manifest error, and the
Borrowers, the Agents and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by any Borrower, any Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.  (d)Any Lender may at any time, without the consent of, or notice to, any
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person) (each, a Participant)
in all or a portion of such Lenders rights and/or obligations under this
Agreement (including all or a portion of its Revolving Credit Commitment and/or
the Loans (including such Lenders participations in L/C Obligations and/or
Swing Line Loans) owing to it); provided that
(i) such Lenders obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Agents and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lenders rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement or the other Loan
Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that directly affects such
Participant. Subject to Section 10.07(e), the Borrowers agree that each
Participant shall be entitled to the benefits of Section 3.01, Section
3.04 and Section 3.05 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 10.07(b) and
such Participant agrees to be bound by such Sections and Section 3.06. To
the extent permitted by Law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section
2.13 as though it were a Lender.  (e)A Participant shall not be entitled to receive any greater payment
under Section 3.01, Section 3.04 or Section 3.05 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the relevant Borrowers prior written consent and
such Participant complies with Section 3.01, Section 3.06 and Section
10.15 as if such Participant were a Lender under Section 10.15. A
Participant shall not be entitled to the benefits of Section 3.01 unless
the relevant Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the relevant Borrower, to
comply with Section 3.01, Section 3.06 and Section 10.15
as though it were a Lender.  (f)Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.  119


(g)Notwithstanding anything to the contrary contained herein, any Lender
(a Granting Lender) may grant to
a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the relevant
Borrower (an SPC) the option to
provide all or any part of any Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to fund any
Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
to make all or any part of such Loan, the Granting Lender shall be obligated to
make such Loan pursuant to the terms hereof. Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such
option shall increase the costs or expenses or otherwise increase or change the
obligations of the relevant Borrower under this Agreement (including its
obligations under Section 3.01, Section 3.04 or Section 3.05),
(ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver
or other modification of any provision of any Loan Document, remain the lender
of record hereunder. The making of a Loan by an SPC hereunder shall utilize the
Revolving Credit Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Notwithstanding anything to
the contrary contained herein, any SPC may (i) with notice to, but without
prior consent of the relevant Borrower and the Administrative Agent, assign all
or any portion of its right to receive payment with respect to any Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public information
relating to its funding of Loans to any rating agency, commercial paper dealer
or provider of any surety or Guarantee or credit or liquidity enhancement to
such SPC.  (h)Notwithstanding anything to the contrary contained herein, any Lender
that is a Fund may, without the consent of or notice to the Administrative
Agent or any Borrower, create a security interest in all or any portion of the
Loans owing to it and the Note, if any, held by it to the trustee for holders
of obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that
unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 10.07, (i) no such pledge shall release
the pledging Lender from any of its obligations under the Loan Documents and,
(ii) such trustee shall not be entitled to exercise any of the rights of a
Lender under the Loan Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through foreclosure or
otherwise (unless such trustee is an Eligible Assignee which has complied with
the requirements of Section 10.07(b)).  (i)Notwithstanding anything to the contrary
contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30)
days notice to the Borrowers and the Lenders, resign as a L/C Issuer and/or
the Swing Line Lender; provided that
on or prior to the expiration of such 30-day period with respect to such L/C
Issuers resignation as a L/C Issuer, such L/C Issuer shall have identified a
successor L/C Issuer reasonably acceptable to the Borrowers willing to accept
its appointment as a successor L/C Issuer. In the event of any such resignation
as a L/C Issuer or the Swing Line Lender, the Borrowers shall be entitled to
appoint from among the Lenders willing to accept such appointment a successor
L/C Issuer or Swing Line Lender hereunder; provided that
no failure by the Borrowers to appoint any such successor shall affect the
resignation of such L/C Issuer as a L/C Issuer or the Swing Line Lender, as the
case may be, except as expressly provided above. If any L/C Issuer resigns as a
L/C Issuer, it shall retain all the rights and obligations of a L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as a L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the
rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c).  120


SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees
to maintain the confidentiality of the Information, except that Information may
be disclosed (a) to it and its Affiliates directors, officers, employees,
trustees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential in accordance with this Section 10.08);
(b) to the extent requested by any regulatory authority; (c) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal
process; (provided that the Agent or Lender that
discloses any Information pursuant to this clause (c) shall provide the
Loan Parties prompt notice of such disclosure to the extent permitted by
applicable Law so that such Loan Parties may seek an appropriate protective
order or other appropriate remedy); (d) to any other party to this Agreement;
(e) subject to an agreement containing provisions no less restrictive than
those of this Section 10.08 (or as may otherwise be reasonably
acceptable to the Loan Parties), to any Eligible Assignee of or Participant in,
or any prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement; (f) with the specific prior written consent
of the Responsible Officers of the applicable Loan Party; (g) to the extent
such Information becomes publicly available other than as a result of a breach
of this Section 10.08; (h) to any state, Federal or foreign authority or
examiner (including the National Association of Insurance Commissioners or any
other similar organization) regulating any Lender; (i) to any rating agency
when required by it (it being understood that, prior to any such disclosure,
such rating agency shall undertake to preserve the confidentiality of any
Information relating to the Loan Parties received by it from such Lender in
accordance herewith); (j) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder to the extent reasonably necessary in connection with
such enforcement or (k) to any direct or indirect contractual counterparty in
swap agreements or such contractual counterpartys professional advisor (so
long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section
10.08). In addition, the Agents and the Lenders may disclose the existence
of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service
providers to the Agents and the Lenders in connection with the administration
and management of this Agreement, the other Loan Documents, the Revolving
Credit Commitments, and the Credit Extensions. For the purposes of this Section
10.08, Information means all information
received from any Loan Party relating to any Loan Party or its business, other
than any such information that is publicly available to any Agent or any Lender
on a non-confidential basis prior to disclosure by any Loan Party other than as
a result of a breach of this Section 10.08.  SECTION 10.09. Setoff. In addition to any rights and remedies of
the Lenders provided by Law, upon the occurrence and during the continuance of
any Event of Default, after obtaining the prior written consent of the
Administrative Agent, each Lender is authorized at any time and from time to
time, without prior notice to the Borrowers or any other Loan Party, any such
notice being waived by each of the Borrowers (on its own behalf and on behalf
of each Loan Party) to the fullest extent permitted by Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other Indebtedness at any time owing by, such
Lender to or for the credit or the account of the respective Loan Parties
against any and all Obligations owing to such Lender hereunder or under any
other Loan Document, now or hereafter existing, irrespective of whether or not
such Agent or such Lender shall have made demand under this Agreement or any
other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrowers and the
Administrative Agent after any such set off and application made by such
Lender; provided that the failure to give such
notice shall not affect the validity of such setoff and application. The rights
of the Administrative Agent and each Lender under this Section 10.09 are
in addition to other rights and remedies (including, without limitation, other
rights of setoff) that the Administrative Agent and such Lender may have.  121


SECTION 10.10. Interest
Rate Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the Maximum Rate).
If any Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In
determining whether the interest contracted for, charged, or received by an Agent
or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.  SECTION 10.11. Counterparts. This Agreement and each other Loan Document
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier or pdf of an executed counterpart of a
signature page to this Agreement and each other Loan Document shall be
effective as delivery of an original executed counterpart of this Agreement and
such other Loan Document. The Agents may also require that any such documents
and signatures delivered by telecopier or pdf be confirmed by a manually
signed original thereof; provided that
the failure to request or deliver the same shall not limit the effectiveness of
any document or signature delivered by telecopier or pdf.  SECTION 10.12. Integration. This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that
the inclusion of supplemental rights or remedies in favor of the Agents or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.  SECTION 10.13. Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be
relied upon by each Agent and each Lender, regardless of any investigation made
by any Agent or any Lender or on their behalf and notwithstanding that any
Agent or any Lender may have had notice or knowledge of any Default at the time
of any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Obligation (other than contingent indemnification
obligations to the extent not then due and payable or Letters of Credit that
have been cash collateralized in a manner satisfactory to the applicable L/C
Issuer) hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding except as set forth in Section 2.03(g).  SECTION 10.14. Severability. If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.  SECTION 10.15.Tax
Forms. (a)  (i) 
Each Lender and Agent that is not a United States person within the
meaning of Section 7701(a)(30) of the Code that lends to the Borrowers (each, a  122


Non-US Lender) shall deliver to the Borrowers and the
Administrative Agent, on or prior to the date which is ten (10) Business Days
after the Closing Date (or upon accepting an assignment of an interest herein),
two duly signed, properly completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Non-US Lender and entitling it to an
exemption from, or reduction of, United States withholding tax on all payments
to be made to such Non-US Lender by the Borrowers pursuant to this Agreement or
any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating
to all payments to be made to such Non-US Lender by the Borrowers pursuant to
this Agreement or any other Loan Document) or such other evidence reasonably
satisfactory to the Borrowers and the Administrative Agent that such Non-US
Lender is entitled to an exemption from, or reduction of, United States
withholding tax, including any exemption pursuant to Section 881(c) of the
Code, and in the case of a Non-US Lender claiming such an exemption under
Section 881(c) of the Code, a certificate that establishes in writing to the
Borrowers and the Administrative Agent that such Non-US Lender is not (i) a bank
as defined in Section 881(c)(3)(A) of the Code, (ii) a 10 percent shareholder
within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled
foreign corporation related to the Borrowers with the meaning of Section 864(d)
of the Code. Thereafter and from time to time, each such Non-US Lender shall
(A) promptly submit to the Borrowers and the Administrative Agent such
additional duly and properly completed and signed copies of one or more of such
forms or certificates (or such successor forms or certificates as shall be
adopted from time to time by the relevant United States taxing authorities) as
may then be available under then current United States laws and regulations to
avoid, or such evidence as is reasonably satisfactory to the Borrowers and the
Administrative Agent of any available exemption from, or reduction of, United
States withholding taxes in respect of all payments to be made to such Non-US
Lender by the Borrowers pursuant to this Agreement, or any other Loan Document,
in each case, (1) on or before the date that any such form, certificate or
other evidence expires or becomes obsolete, (2) after the occurrence of any
event requiring a change in the most recent form, certificate or evidence
previously delivered by it to the Borrowers and the Administrative Agent and
(3) from time to time thereafter if reasonably requested by the Borrowers or
the Administrative Agent, and (B) promptly notify the Borrowers and the
Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction.  (ii)Each Non-US Lender, to the extent it does not act or ceases to act for
its own account with respect to any portion of any sums paid or payable to such
Non-US Lender under any of the Loan Documents (for example, in the case of a
typical participation by such Non-US Lender), shall deliver to the Borrowers
and the Administrative Agent on the date when such Non-US Lender ceases to act
for its own account with respect to any portion of any such sums paid or
payable, and at such other times as may be necessary in the determination of
the Borrowers or the Administrative Agent (in either case, in the reasonable
exercise of its discretion), (A) two duly signed, properly completed copies of
the forms or statements required to be provided by such Non-US Lender as set
forth above, to establish the portion of any such sums paid or payable with
respect to which such Non-US Lender acts for its own account that is not
subject to United States withholding tax, and (B) two duly signed, properly
completed copies of IRS Form W-8IMY (or any successor thereto), together with
any information such Non-US Lender chooses to transmit with such form, and any
other certificate or statement of exemption required under the Code, to
establish that such Non-US Lender is not acting for its own account with
respect to a portion of any such sums payable to such Non-US Lender.  (iii)If any form or document referred to in this Section 10.15
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service, that the applicable Non-US Lender reasonably considers to be
confidential, such Lender shall give notice thereof to the Borrowers and shall
not be obligated to include in such form or document such confidential
information.  123


(iv)The Borrowers shall not be required to pay any additional amount or any
indemnity payment under Section 3.01 to (A) any Non-US Lender with
respect to any Taxes required to be deducted or withheld on the basis of the
information, certificates or statements of exemption such Lender transmits
pursuant to this Section 10.15(a), or (B) any Non-US Lender with respect
to any Taxes required to the deducted or withheld by reason of such Non-US
Lenders failure to satisfy the foregoing provisions of this Section 10.15(a),
with respect to Taxes required to be deducted or withheld by reason of such US
Lenders failure; provided that
if such Lender shall have satisfied the requirement of this Section 10.15(a)
on the date such Lender became a Lender to the Borrowers or ceased to act for
its own account with respect to any payment under any of the Loan Documents,
nothing in this Section 10.15(a) shall relieve the Borrowers of their
obligation to pay any amounts pursuant to Section 3.01 if such Lenders
failure to satisfy the provisions of Section 10.15(a) is reasonably the
result of any change in any applicable Law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof.  (v)The Administrative Agent may deduct and withhold any taxes required by
any Laws to be deducted and withheld from any payment under any of the Loan
Documents.  SECTION 10.16. Process
Agent. Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.02. In
addition, each Loan Party not organized in the United States of America or a
state thereof hereby irrevocably appointsNational Registered Agents, Inc. (the
Process Agent) with an office on the
date hereof at 111 Eighth Avenue, New York, New York 10011 in the United States,
as its agent to receive on behalf of such Loan Party and its property service
of copies of the summons and complaint and any other process that may be served
in any such action or proceeding. Such service may be made by mailing or
delivering a copy of such process to such Loan Party in care of the Process
Agent at the Process Agents above address, and such Loan Party hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf. As an alternative method of service, each Loan Party not organized
in the United States of America or a state thereof also irrevocably consents to
the service of any and all process in any such action or proceeding by the
mailing of copies of such process to such Loan Party at its address specified
in Section 10.02 (such service to be effective seven days after
mailing thereof). Each Loan Party not organized in the United States of America
or a state thereof covenants and agrees that it shall take any and all
reasonable action, including the execution and filing of any and all documents,
that may be necessary to continue the designation of the Process Agent above in
full force and effect, and to cause the Process Agent to continue to act as
such. Nothing in this Section 10.16 shall affect the right of any
Lender or the Administrative Agent to serve legal process in any other manner
permitted by applicable law or affect the right of any Lender or the
Administrative Agent to bring any suit, action or proceeding against each Loan
Party or its property in the courts of other jurisdictions.  SECTION 10.17. Release
of Collateral. Upon the sale, lease, transfer or other disposition of any
item of Collateral of or by any Loan Party (including, without limitation, as a
result of the sale, in accordance with the terms of the Loan Documents, of the
Loan Party that owns such Collateral) in accordance with the terms of the Loan
Documents, the security interest granted under the Collateral Documents in such
Collateral shall automatically terminate and the Collateral Agent will,
promptly and at the Borrowers expense, promptly execute and deliver to such
Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the Liens granted under the
Collateral Documents in accordance with the terms of the Loan Documents.  SECTION 10.18. GOVERNING
LAW. (a)  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.  124


(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER,
EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, EACH AGENT
AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT
OR OTHER DOCUMENT RELATED THERETO.  SECTION 10.19. WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.  SECTION 10.20. Binding
Effect. This
Agreement shall become effective when it shall have been executed by each
Borrower and the Administrative Agent shall have been notified by each Lender,
Swing Line Lender and the L/C Issuer that each such Lender, Swing Line Lender
and the L/C Issuer has executed it and the conditions set forth in Section
4.01 shall have been satisfied or waived, and thereafter shall be binding
upon and inure to the benefit of each Borrower, each Agent and each Lender and
their respective successors and assigns, except that no Borrower shall have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders except as permitted by Section 7.04.  SECTION 10.21. USA
Patriot Act Notice. Each
Lender that is subject to the Patriot Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies each Borrower, which information includes
the name and address of each Borrower and other information that will allow
such Lender or the Administrative Agent, as applicable, to identify each
Borrower in accordance with the Act.  [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]  125


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.  UHS MERGER SUB, INC.,as BorrowerBy:
  /s/ Robert JunejaName: Robert JunejaTitle: President


UNIVERSAL HOSPITAL SERVICES, INC.,after giving effect to the Acquisition, as
  BorrowerBy:
  /s/ Rex T. ClevengerName: Rex T. ClevengerTitle: CFO and Executive Vice President


UHS HOLDCO, INC.,as ParentBy:
  /s/ Rex T. ClevengerName: Rex T. ClevengerTitle: CFO and Executive Vice President


MERRILL LYNCH CAPITAL, a division ofMERRILL
  LYNCH BUSINESS
  FINANCIAL SERVICES INC.,individually as an
  Initial Lender and as
  Administrative Agent, Syndication Agent,
  Initial L/C Issuer and Initial Swing Line
  LenderBy:
  /s/ Garrett W. FletcherName: Garrett W. FletcherTitle: Vice President


BANK OF AMERICA, N.A.,individually as an Initial Lender and as
  Documentation AgentBy:
  /s/ Edgar EzerimName: Edgar EzerimTitle: Senior Vice President


WACHOVIA CAPITAL FINANCE
  CORPORATION (CENTRAL),as an Initial LenderBy:
  /s/ Scott T. CollinsName: Scott T. CollinsTitle: Director


WACHOVIA BANK, NATIONAL
  ASSOCIATION,as an L/C IssuerBy:
  /s/ Jennifer AvrigianName: Jennifer AvrigianTitle: Director