Exhibit 4.4  
  Registration
Rights Agreement    Dated As
of May 31, 2007   among   UHS
Merger Sub, Inc.  and  Merrill
Lynch, Pierce, Fenner & Smith Incorporated,  Bear,
Stearns & Co. Inc.  and  Wachovia
Capital Markets, LLC


REGISTRATION RIGHTS AGREEMENT  This
Registration Rights Agreement (this Agreement) is made and entered into this
31st day of May, 2007, among UHS Merger Sub, Inc., a Delaware
corporation (the Issuer), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC
(collectively, the Initial Purchasers).  This
Agreement is made pursuant to the Purchase Agreement, dated May 22, 2007, among
the Issuer and the Initial Purchasers (the Purchase Agreement), which
provides for the sale by the Issuer (the obligations of which will be expressly
assumed by Universal Hospital Services, Inc. (the Company) upon the closing
of the offering) to the Initial Purchasers of an aggregate of $230 million
principal amount of the Issuers Second Lien Senior Secured Floating Rate Notes
due 2015 (the Floating Rate Notes) and an aggregate of $230 million principal
amount of the Issuers Second Lien Senior Secured 8.50%/9.25% PIK Toggle Notes
due 2015 (the PIK Toggle Notes and, together with the Floating Rate Notes,
the Securities). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuer has agreed to provide to the Initial Purchasers
and their direct and indirect transferees the registration rights set forth in
this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.  Upon
the closing of the offering of the Securities, the Company will expressly
assume the Issuers obligations under this Agreement by executing a joinder
agreement substantially in the form set forth in Exhibit A attached hereto.  In
consideration of the foregoing, the parties hereto agree as follows:  1.             Definitions.  As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:  1933 Act
shall mean the Securities Act of 1933, as amended from time to time.  1934 Act
shall mean the Securities Exchange Act of l934, as amended from time to time.  Closing Date
shall mean the Closing Time as defined in the Purchase Agreement.  Company
shall have the meaning set forth in the preamble and shall also include the
Issuers successors.  Depositary shall mean The Depository Trust
Company, or any other depositary appointed by the Issuer, provided,however, that such depositary must have an address
in the Borough of Manhattan, in the City of New York.


Effectiveness Period shall have the meaning
set forth in Section 2.1 hereof.  Event Date shall have the meaning set forth
in Section 2.5 hereof.  Exchange Offer shall mean the exchange
offer by the Issuer of Exchange Securities for Transfer Restricted Securities
pursuant to Section 2.1 hereof.  Exchange Offer Registration shall
mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.  Exchange Offer Registration Statement
shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form), and all amendments and supplements to
such registration statement, including the Prospectus contained therein, all
exhibits thereto and all documents incorporated by reference therein.  Exchange Period shall have the meaning set
forth in Section 2.1 hereof.  Exchange Securities shall mean the
Second Lien Senior Secured Floating Rate Note due 2015 and the Second Lien
Senior Secured 8.50%/9.25% PIK Toggle Notes due 2015 issued by the Issuer under
the Indenture containing terms identical to the Securities in all material
respects (except for references to certain interest rate provisions,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Transfer Restricted Securities pursuant to the
Exchange Offer.  Holder shall mean an Initial Purchaser, for
so long as it owns any Transfer Restricted Securities, and each of its
successors, assigns and direct and indirect transferees who become registered
owners of Transfer Restricted Securities under the Indenture and each
Participating Broker-Dealer that holds Exchange Securities for so long as such
Participating Broker-Dealer is required to deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities.  Indenture shall mean the Indenture relating
to the Securities, dated as of May 31, 2007, between the Issuer and Wells Fargo
Bank, National Association, as trustee, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof.  Initial Purchaser or Initial
Purchasers shall have the meaning set forth in the preamble.  Majority Holders shall mean the
Holders of a majority of the aggregate principal amount of Outstanding (as
defined in the Indenture) Transfer Restricted Securities;  provided that whenever the consent or
approval of Holders of a specified percentage of Transfer Restricted Securities
is required hereunder, Transfer Restricted Securities held by the Issuer and
other obligors on the Securities or any Affiliate (as  2


defined
in the Indenture) of the Issuer shall be disregarded in determining whether
such consent or approval was given by the Holders of such required percentage
amount.  Participating Broker-Dealer shall mean
any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns
& Co. Inc. and Wachovia Capital Markets, LLC and any other broker-dealer
which makes a market in the Securities and exchanges Transfer Restricted
Securities in the Exchange Offer for Exchange Securities.  Person shall mean an individual,
partnership (general or limited), corporation, limited liability company, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.  Private Exchange shall have the meaning set
forth in Section 2.1 hereof.  Private Exchange Securities shall have the
meaning set forth in Section 2.1 hereof.  Prospectus shall mean the prospectus
included in a Registration Statement, including any preliminary prospectus, and
any such prospectus as amended or supplemented by any prospectus supplement,
including any such prospectus supplement with respect to the terms of the
offering of any portion of the Transfer Restricted Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to a
prospectus, including post-effective amendments, and in each case including all
material incorporated by reference therein.  Purchase Agreement shall have the
meaning set forth in the preamble.  Registration Default shall have the meaning
set forth in Section 2.5 hereof.  Registration Expenses shall mean any
and all expenses incident to performance of or compliance by the Issuer with
this Agreement, including without limitation: 
(i) all SEC, stock exchange or National Association of Securities
Dealers, Inc. (the NASD) registration and filing fees, including, if
applicable, the fees and expenses of any qualified independent underwriter
(and its counsel) that is required to be retained by any holder of Transfer
Restricted Securities in accordance with the rules and regulations of the NASD,
(ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of the NASD
(including reasonable fees and disbursements of not more than one counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Exchange Securities or Transfer Restricted Securities and any filings with
the NASD), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
fees and expenses incurred in connection with the listing, if any, of any of
the Transfer Restricted Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and  3


disbursements
of counsel for the Issuer and of the independent public accountants of the
Issuer, including the expenses of any special audits or cold comfort letters
required by or incident to such performance and compliance, (vii) the fees
and expenses of the Trustee, and any escrow agent or custodian, (viii) the
reasonable fees and expenses of the Initial Purchasers in connection with the
Exchange Offer, including the reasonable fees and expenses of not more than one
counsel to the Initial Purchasers in connection therewith, (ix) the reasonable
fees and disbursements of Shearman & Sterling LLP, special counsel
representing the Holders of Transfer Restricted Securities and (x) any
fees and disbursements of the underwriters customarily required to be paid by
issuers or sellers of securities and the fees and expenses of any special
experts retained by the Issuer in connection with any Registration Statement,
but excluding underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Transfer Restricted Securities by a
Holder.  Registration Statement shall mean any
registration statement of the Issuer which covers any of the Exchange
Securities or Transfer Restricted Securities pursuant to the provisions of this
Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.  SEC shall mean the Securities and Exchange
Commission or any successor agency or government body performing the functions
currently performed by the United States Securities and Exchange Commission.  Shelf Registration shall mean a
registration effected pursuant to Section 2.2 hereof.  Shelf Registration Statement
shall mean a shelf registration statement of the Issuer pursuant to the
provisions of Section 2.2 of this Agreement which covers all of the Transfer
Restricted Securities or all of the Private Exchange Securities on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.  Special Interest shall have the meaning set
forth in Section 2.5 hereof.  TIA shall have the meaning set forth in
Section 2.1 hereof.  Transfer Restricted Securities shall
mean the Securities and, if issued, the Private Exchange Securities; provided,however, that Securities and, if issued, the
Private Exchange Securities, shall cease to be Transfer Restricted Securities
when (i) a Registration Statement with respect to such Securities shall have
been declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule l44  4


(or
any similar provision then in force, but not Rule 144A) under the 1933 Act,
(iii) such Securities shall have ceased to be outstanding, (iv) the Exchange
Offer is consummated (except in the case of Securities purchased from the
Issuer and continued to be held by the Initial Purchasers) or (v) two years
shall have elapsed since the date of this Agreement.  Trustee shall mean the trustee with respect
to the Securities under the Indenture.  Underwriter shall have the meaning set
forth in Section 4 hereof.  2.             Registration Under the 1933 Act.  2.1           Exchange Offer.
The Issuer shall, for the benefit of the Holders, at the Issuers cost,
(A) prepare and use all commercially reasonable efforts to file, as soon
as practicable but not later than 120 days following the Closing Date, with the
SEC an Exchange Offer Registration Statement on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and
delivery to the Holders, in exchange for the Transfer Restricted Securities
(other than Private Exchange Securities), of a like principal amount of
Exchange Securities, (B) use all commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be declared effective under the
1933 Act within 210 days of the Closing Date (or within 270 days of the
Closing Date in the event the Exchange Offer Registration Statement is reviewed
by the SEC), (C) use all commercially reasonable efforts to keep the Exchange
Offer Registration Statement effective until the closing of the Exchange Offer
and (D) use all commercially reasonable efforts to cause the Exchange
Offer to be consummated not later than 30 business days (or longer, if required
by the federal securities laws) following the date on which the Exchange Offer
Registration Statement was declared effective by the SEC. The Exchange
Securities will be issued under the Indenture. Upon the effectiveness of the
Exchange Offer Registration Statement, the Issuer shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Transfer Restricted Securities for
Exchange Securities (assuming that such Holder (a) is not an affiliate of
the Issuer within the meaning of Rule 405 under the 1933 Act, (b) is not a
broker-dealer tendering Transfer Restricted Securities acquired directly from
the Issuer for its own account, (c) acquired the Exchange Securities in
the ordinary course of such Holders business and (d) has no arrangements
or understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act and under state securities or blue sky laws.  In connection with the Exchange Offer, the Issuer
shall:  (a)           mail
as promptly as practicable to each Holder a copy of the Prospectus forming part
of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;  5


(b)           keep
the Exchange Offer open for acceptance for a period of not less than 20
business days after the date notice thereof is mailed to the Holders (or longer
if required by applicable law) (such period referred to herein as the Exchange
Period);  (c)           utilize
the services of the Depositary for the Exchange Offer;  (d)           permit
Holders to withdraw tendered Transfer Restricted Securities at any time prior
to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period,
by sending to the institution specified in the notice, a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Transfer Restricted Securities delivered for exchange, and
a statement that such Holder is withdrawing such Holders election to have such
Securities exchanged;  (e)           notify
each Holder that any Registrable Security not tendered will remain outstanding
and continue to accrue interest, but will not retain any rights under this
Agreement (except in the case of the Initial Purchasers and Participating
Broker-Dealers as provided herein); and  (f)            otherwise
comply in all respects with all applicable laws relating to the Exchange Offer.  If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Securities acquired by them and having the status
of an unsold allotment in the initial distribution, the Issuer upon the request
of any Initial Purchaser shall, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange (the Private Exchange) for the Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Issuer on
a senior basis, that are identical (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the Private
Exchange Securities).  The Exchange Securities and the Private Exchange
Securities shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture and which, in
either case, has been qualified under the Trust Indenture Act of 1939, as
amended (the TIA), or is exempt from such qualification and shall provide
that the Exchange Securities shall not be subject to the transfer restrictions
set forth in the Indenture but that the Private Exchange Securities shall be
subject to such transfer restrictions. The Indenture or such indenture shall
provide that the Exchange Securities, the Private Exchange Securities and the
Securities shall vote and consent together on all matters as one class and that
none of the Exchange Securities, the Private Exchange Securities or the
Securities will have the right to vote or consent as a separate class on any
matter. The Private Exchange Securities shall be of the same series as and the
Issuer shall use all commercially reasonable efforts to have the Private
Exchange Securities bear the same CUSIP number as the Exchange Securities. The
Issuer shall not have any liability under this Agreement solely as a result of
such Private Exchange Securities not bearing the same CUSIP number as the
Exchange Securities.  6


As soon as practicable after the close of the
Exchange Offer and/or the Private Exchange, as the case may be, the Issuer
shall:  (i)  accept
for exchange all Transfer Restricted Securities duly tendered and not validly
withdrawn pursuant to the Exchange Offer in accordance with the terms of the
Exchange Offer Registration Statement;  (ii)  accept
for exchange all Securities properly tendered pursuant to the Private Exchange;  (iii)  deliver
to the Trustee for cancellation all Transfer Restricted Securities so accepted
for exchange; and  (iv)  cause
the Trustee promptly to authenticate and deliver Exchange Securities or Private
Exchange Securities, as the case may be, to each Holder of Transfer Restricted
Securities so accepted for exchange in a principal amount equal to the
principal amount of the Transfer Restricted Securities of such Holder so
accepted for exchange.  Interest on each Exchange Security and Private
Exchange Security will accrue from the last date on which interest was paid on
the Transfer Restricted Securities surrendered in exchange therefor or, if no
interest has been paid on the Transfer Restricted Securities, from the date of
original issuance. The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than (i) that the Exchange Offer or the
Private Exchange, or the making of any exchange by a Holder, does not violate
applicable law or any applicable interpretation of the staff of the SEC, (ii)
the due tendering of Transfer Restricted Securities in accordance with the
Exchange Offer and the Private Exchange, (iii) that each Holder of
Transfer Restricted Securities exchanged in the Exchange Offer shall have
represented that all Exchange Securities to be received by it shall be acquired
in the ordinary course of its business and that at the time of the consummation
of the Exchange Offer it shall have no arrangement or understanding with any
person to participate in the distribution (within the meaning of the 1933 Act)
of the Exchange Securities and shall have made such other representations as
may be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form under
the 1933 Act available and (iv) that no action or proceeding shall have
been instituted or threatened in any court or by or before any governmental
agency with respect to the Exchange Offer or the Private Exchange which, in the
Issuers judgment, would reasonably be expected to impair the ability of the
Issuer to proceed with the Exchange Offer or the Private Exchange. The Issuer
shall inform the Initial Purchasers of the names and addresses of the Holders
to whom the Exchange Offer is made, and the Initial Purchasers shall have the
right to contact such Holders and otherwise facilitate the tender of Transfer
Restricted Securities in the Exchange Offer.  2.2           Shelf Registration.
(i) If, because (A) the Issuer is not required to file the Exchange Offer
Registration Statement or (B) of any changes in law, SEC rules or regulations
or applicable interpretations thereof by the staff of the SEC, the Issuer is
not permitted to effect the Exchange Offer as contemplated by Section 2.1
hereof, (ii) if for any other reason the  7


Exchange
Offer Registration Statement is not declared effective within 210 days
following the original issue of the Transfer Restricted Securities (or 270 days
in the event the Exchange Offer Registration Statement is reviewed by the SEC)
or the Exchange Offer is not consummated within 30 business days (or longer, if
required by the federal securities laws) after the date on which the Exchange
Offer Registration Statement was declared effective by the SEC or (iii) if a
Holder notifies the Issuer prior to the 20th day following the consummation of
the Exchange Offer that it (A) is not permitted to participate in the Exchange
Offer, (B) may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for resales or (C) is a broker-dealer and owns notes acquired
directly from the Issuer or an affiliate of the Issuer, then in case of each of
clauses (i) through (iv) the Issuer shall, at its cost:  (a)           Use
all commercially reasonable efforts to file, as promptly as practicable but no
later than 45 days after any of the circumstances in clauses (i) through (iv)
above being satisfied, with the SEC a Shelf Registration Statement relating to
the offer and sale of the Transfer Restricted Securities by the Holders from
time to time in accordance with the methods of distribution elected by the
Majority Holders participating in the Shelf Registration and set forth in such
Shelf Registration Statement, and thereafter shall use all commercially
reasonable efforts to cause to be declared effective, as promptly as
practicable but no later than 90 days after such date described above, such Shelf
Registration Statement.  (b)           Use
all commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof
to be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the SEC, or for such shorter
period that will terminate when all Transfer Restricted Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or cease to be outstanding or otherwise to be Transfer
Restricted Securities (the Effectiveness Period);  provided,however,
that the Effectiveness Period in respect of the Shelf Registration Statement
shall be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 under the 1933 Act and
as otherwise provided herein.  (c)           Notwithstanding
any other provisions hereof, use all commercially reasonable efforts to ensure
that (i) any Shelf Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations thereunder,
(ii) any Shelf Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any Prospectus forming part of any
Shelf Registration Statement, and any supplement to such Prospectus (as amended
or supplemented from time to time), does not include an  8


untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements, in light of the circumstances under which they
were made, not misleading.  The
Issuer agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders of
Transfer Restricted Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.  2.3           Expenses. The Issuer shall pay
all Registration Expenses in connection with the registration pursuant to
Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holders Transfer Restricted Securities pursuant to the Shelf Registration
Statement.  2.4.          Effectiveness. (a)  The Issuer will be deemed not have used its
commercially reasonable efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become,
or to remain, effective during the requisite period if the Issuer voluntarily
takes any action that would, or omits to take any action which omission would,
result in any such Registration Statement not being declared effective or in
the Holders of Transfer Restricted Securities covered thereby not being able to
exchange or offer and sell such Transfer Restricted Securities during that
period as and to the extent contemplated hereby, unless such action is required
by applicable law.  (b)           An Exchange Offer Registration
Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement
pursuant to Section 2.2 hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided,however, that if, after it has been declared
effective, the offering of Transfer Restricted Securities pursuant to an
Exchange Offer Registration Statement or a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference, until the offering of Transfer Restricted Securities pursuant to
such Registration Statement may legally resume.  2.5           Interest. The Indenture executed
in connection with the Securities will provide that in the event that either
(a) the Exchange Offer Registration Statement is not filed with the SEC on or
prior to the 120th calendar day following the Closing Date, (b) the Exchange
Offer Registration Statement has not been declared effective on or prior to the
210th calendar day following the Closing Date (or prior to the 270th calendar
day following the Closing Date in the event the Exchange Offer Registration
Statement is reviewed by the SEC), (c) the Exchange Offer is not consummated on
or prior to the 30th business day (or later, if required by federal securities
laws) following the date on which the Exchange Offer Registration Statement was
required to have been declared effective by the SEC or (d) a Shelf Registration
Statement is not filed on or prior to the 45th calendar day, or declared
effective on or prior to the 90th calendar day, following any of the
circumstances in clauses (i) through (iv) of Section 2.2 hereof being satisfied
(each such event referred to in clauses (a) through (d) above, a Registration
Default), the interest rate borne by the Securities shall be increased (Special
Interest) by one-quarter of  9


one
percent per annum upon the occurrence of each Registration Default, which rate
will increase by one quarter of one percent each 90-day period that such
Special Interest continues to accrue under any such circumstance, provided
that the maximum aggregate increase in the interest rate will in no event
exceed one percent (1%) per annumand provided  further that Special Interest shall in no
event be paid for more than one Registration Default at any given time. Following
the cure of all Registration Defaults the accrual of Special Interest will
cease and the interest rate will revert to the original rate.  If
the Shelf Registration Statement is unusable by the Holders for any reason, and
the aggregate number of days in any consecutive twelve-month period for which
the Shelf Registration Statement shall not be usable exceeds 75 days in the
aggregate, then the interest rate borne by the Securities will be increased by
0.25% per annum of the principal amount of the Securities for the first 90-day
period (or portion thereof) beginning on the 76th such date that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period, provided
that the maximum aggregate increase in the interest rate will in no event
exceed one percent (1%) per annum. Any amounts payable under this paragraph
shall also be deemed Special Interest for purposes of this Agreement. Upon
the Shelf Registration Statement once again becoming usable, the interest rate
borne by the Securities will be reduced to the original interest rate if the
Issuer is otherwise in compliance with this Agreement at such time. Special
Interest shall be computed based on the actual number of days elapsed in each
90-day period in which the Shelf Registration Statement is unusable.  The
Issuer shall notify the Trustee within three business days after each and every
date on which an event occurs in respect of which Special Interest is required
to be paid (an Event Date). Special Interest shall be paid by depositing with
the Trustee, in trust, for the benefit of the Holders of Transfer Restricted
Securities, on or before the applicable semiannual interest payment date,
immediately available funds in sums sufficient to pay the Special Interest then
due. The Special Interest due shall be payable on each interest payment date to
the record Holder of Securities entitled to receive the interest payment to be
paid on such date as set forth in the Indenture. Each obligation to pay Special
Interest shall be deemed to accrue from and including the day following the
applicable Event Date.  3.             Registration Procedures.  In
connection with the obligations of the Issuer with respect to Registration
Statements pursuant to Sections 2.1 and 2.2 hereof, the Issuer shall use all
commercially reasonable efforts to:  (a)           prepare and file with the SEC a
Registration Statement, within the relevant time period specified in Section 2,
on the appropriate form under the 1933 Act, which form (i) shall be selected by
the Issuer, (ii) shall, in the case of a Shelf Registration, be available for
the sale of the Transfer Restricted Securities by the selling Holders thereof,
(iii) shall comply as to form in all material respects with the requirements of
the applicable form and include or incorporate by reference all financial
statements required by the SEC to be filed therewith or  10


incorporated
by reference therein, and (iv) shall comply in all respects with the
requirements of Regulation S-T under the 1933 Act, and use all commercially
reasonable efforts to cause such Registration Statement to become effective and
remain effective in accordance with Section 2 hereof;  (b)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary under applicable law to keep such Registration Statement effective
for the applicable period; and cause each Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the 1933 Act and comply
with the provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder applicable to them with respect to the disposition of all securities
covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer);  (c)           in the case of a Shelf Registration,
(i) notify each Holder of Transfer Restricted Securities, at least five
business days prior to filing, that a Shelf Registration Statement with respect
to the Transfer Restricted Securities is being filed; (ii) furnish to each
Holder of Transfer Restricted Securities and to each underwriter of an
underwritten offering of Transfer Restricted Securities, if any, without
charge, as many copies of each Prospectus, including each preliminary Prospectus,
and any amendment or supplement thereto and such other documents as such Holder
or underwriter may reasonably request, including financial statements and
schedules and, if the Holder so requests, all exhibits in order to facilitate
the public sale or other disposition of the Transfer Restricted Securities; and
(iii) hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Transfer Restricted
Securities in connection with the offering and sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;  (d)           use all commercially reasonable
efforts to register or qualify the Transfer Restricted Securities under all
applicable state securities or blue sky laws of such jurisdictions as any
Holder of Transfer Restricted Securities covered by a Registration Statement
and each underwriter of an underwritten offering of Transfer Restricted
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such
Holder and underwriter to consummate the disposition in each such jurisdiction
of such Transfer Restricted Securities owned by such Holder; provided,however, that the Issuer shall not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), or (ii) take any action which would subject it to general service
of process or taxation in any such jurisdiction where it is not then so
subject;  (e)           notify promptly each Holder of
Transfer Restricted Securities under a Shelf Registration or any Participating
Broker-Dealer who has notified the Issuer that it is utilizing the Exchange
Offer Registration Statement as provided in paragraph (f) below and, if
requested by such Holder or Participating Broker-Dealer, confirm such advice in
writing  11


promptly
(i) when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of any
request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (iv) in the case of a Shelf
Registration, if, between the effective date of a Registration Statement and
the closing of any sale of Transfer Restricted Securities covered thereby, the
representations and warranties of the Issuer contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading,
(vi) of the receipt by the Issuer of any notification with respect to the
suspension of the qualification of the Transfer Restricted Securities or the
Exchange Securities, as the case may be, for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (vii) of any
determination by the Issuer that a post-effective amendment to such
Registration Statement would be appropriate;  (f)            in the case of the Exchange Offer
Registration Statement (i) include in the Exchange Offer Registration
Statement a section entitled Plan of Distribution which section shall be
reasonably acceptable to Merrill Lynch on behalf of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential underwriter
status of any broker-dealer that holds Transfer Restricted Securities acquired
for its own account as a result of market-making activities or other trading
activities and that will be the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of Merrill Lynch on behalf of the
Participating Broker-Dealers and its counsel, represent the prevailing views of
the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Securities for Transfer Restricted Securities pursuant to the
Exchange Offer may be deemed a statutory underwriter and must deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Issuer the notice referred to in Section
3(e), without charge, as many copies of each Prospectus included in the
Exchange Offer Registration Statement, including any preliminary prospectus,
and any amendment or supplement thereto, as such Participating Broker-Dealer
may reasonably request, (iii) hereby consent to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any amendment or
supplement thereto, by any Person subject to the prospectus delivery
requirements of the SEC, including all Participating Broker-Dealers, in
connection with the sale or transfer of the Exchange Securities covered by the
Prospectus or any amendment or supplement thereto, and (iv) include in the
transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision:  12


If
the exchange offeree is a broker-dealer holding Transfer Restricted Securities
acquired for its own account as a result of market-making activities or other
trading activities, it will deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of Exchange Securities received in
respect of such Transfer Restricted Securities pursuant to the Exchange Offer;
and  (y)
a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Transfer Restricted Securities, the broker-dealer will not be
deemed to admit that it is an underwriter within the meaning of the 1933 Act;  (g)           in the case of a Shelf Registration,
furnish counsel for the Holders of Transfer Restricted Securities copies of any
comment letters received from the SEC or any other request by the SEC or any
state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;  (h)           make all commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;  (i)            in the case of a Shelf Registration,
furnish to each Holder of Transfer Restricted Securities, and each underwriter,
if any, without charge, at least one copy of each Registration Statement and
any post-effective amendment thereto, including financial statements and
schedules (without documents incorporated therein by reference and all exhibits
thereto, unless requested) to the extent such documents are not otherwise filed
with the SEC and available through the Electronic Data Gathering and Retrieval
System;  (j)            in the case of a Shelf Registration,
cooperate with the selling Holders of Transfer Restricted Securities to
facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders or the underwriters, if any, may reasonably request at
least three business days prior to the closing of any sale of Transfer
Restricted Securities;  (k)           in the case of a Shelf Registration,
upon the occurrence of any event or the discovery of any facts, each as
contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as
practicable after the occurrence of such an event, use all commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Transfer Restricted Securities or
Participating Broker-Dealers, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or will remain so
qualified. At such time as such public disclosure is otherwise made or the
Issuer determines that such disclosure is not necessary, in each case to
correct any  13


misstatement
of a material fact or to include any omitted material fact, the Issuer agrees
promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request;  (l)            in the case of a Shelf Registration,
a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or any document which is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Initial
Purchasers on behalf of such Holders; and make representatives of the Issuer as
shall be reasonably requested by the Holders of Transfer Restricted Securities,
or the Initial Purchasers on behalf of such Holders, available for discussion
of such document;  (m)          obtain a CUSIP number for all Exchange
Securities, Private Exchange Securities or Transfer Restricted Securities, as
the case may be, not later than the effective date of a Registration Statement,
and provide the Trustee with printed certificates for the Exchange Securities,
Private Exchange Securities or the Transfer Restricted Securities, as the case
may be, in a form eligible for deposit with the Depositary;  (n)           (i) 
cause the Indenture to be qualified under the TIA in connection with the
registration of the Exchange Securities or Transfer Restricted Securities, as
the case may be, (ii) cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the TIA and (iii) execute, and use
all commercially reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;  (o)           in the case of a Shelf Registration,
enter into agreements (including underwriting agreements) and take all other
customary and appropriate actions in order to expedite or facilitate the
disposition of such Transfer Restricted Securities and in such connection
whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration:  (i)  make such
representations and warranties to the Holders of such Transfer Restricted
Securities and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings
as may be reasonably requested by them;  (ii)  obtain
opinions of counsel to the Issuer and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the holders of a majority in principal
amount of the Transfer Restricted Securities being sold) addressed to each
selling Holder and the underwriters, if any, covering the matters customarily
covered in opinions requested in sales of securities or underwritten offerings
and  14


such other matters as may be reasonably requested by
such Holders and underwriters;  (iii)  obtain cold
comfort letters and updates thereof from the Issuers independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Issuer or of any business acquired by the
Issuer for which financial statements are, or are required to be, included in the
Registration Statement) addressed to the underwriters, if any, and use all
commercially reasonable efforts to have such letter addressed to the selling
Holders of Transfer Restricted Securities (to the extent consistent with
Statement on Auditing Standards No. 72 of the American Institute of Certified
Public Accounts), such letters to be in customary form and covering matters of
the type customarily covered in cold comfort letters to underwriters in
connection with similar underwritten offerings;  (iv)  enter
into a securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the
selling Holders for the purpose of soliciting purchases of Transfer Restricted
Securities, which agreement shall be in form, substance and scope customary for
similar offerings;  (v)  if an
underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4 hereof with
respect to the underwriters and all other parties to be indemnified pursuant to
said Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and  (vi)  deliver
such documents and certificates as may be reasonably requested and as are
customarily delivered in similar offerings to the Holders of a majority in
principal amount of the Transfer Restricted Securities being sold and the
managing underwriters, if any.  The
above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;  (p)           in the case of a Shelf Registration
or if a Prospectus is required to be delivered by any Participating
Broker-Dealer in the case of an Exchange Offer, make available for inspection
by representatives of the Holders of the Transfer Restricted Securities, any
underwriters participating in any disposition pursuant to a Shelf Registration
Statement, any Participating Broker-Dealer and any counsel or accountant
retained by any of the foregoing, at reasonable times and in a reasonable
manner, all financial and other records, pertinent corporate documents and
properties of the Issuer reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the
Issuer to supply all information reasonably requested by any such
representative, underwriter, special  15


counsel
or accountant in connection with a Registration Statement, and make such
representatives of the Issuer available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers;provided, however, that if any such information is identified by the
Issuer as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information (and shall, if required by the Issuer, sign
a customary confidentiality agreement in form and substance reasonably
acceptable to such Person and the Issuer);  (q)           (i) 
in the case of an Exchange Offer Registration Statement, a reasonable
time prior to the filing of any Exchange Offer Registration Statement, any
Prospectus forming a part thereof, any amendment to an Exchange Offer
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Initial Purchasers and to counsel to the Holders
of Transfer Restricted Securities and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or counsel to the Holders
of Transfer Restricted Securities may reasonably request and, except as
otherwise required by applicable law, not file any such document in a form to
which the Initial Purchasers on behalf of the Holders of Transfer Restricted
Securities and counsel to the Holders of Transfer Restricted Securities shall
not have previously been advised and furnished a copy of or to which the
Initial Purchasers on behalf of the Holders of Transfer Restricted Securities
or counsel to the Holders of Transfer Restricted Securities shall reasonably
object, and make the representatives of the Issuer available for discussion of
such documents as shall be reasonably requested by the Initial Purchasers; and  (ii)  in the case of a Shelf Registration, a
reasonable time prior to filing any Shelf Registration Statement, any
Prospectus forming a part thereof, any amendment to such Shelf Registration
Statement or amendment or supplement to such Prospectus, provide copies of such
document to the Holders of Transfer Restricted Securities, to the Initial
Purchasers, to counsel for the Holders and to the underwriter or underwriters
of an underwritten offering of Transfer Restricted Securities, if any, make
such changes in any such document prior to the filing thereof as the Initial
Purchasers, the counsel to the Holders or the underwriter or underwriters
reasonably request and not file any such document in a form to which the
Majority Holders, the Initial Purchasers on behalf of the Holders of Transfer
Restricted Securities, counsel for the Holders of Transfer Restricted
Securities or any underwriter shall not have previously been advised and
furnished a copy of or to which the Majority Holders, the Initial Purchasers of
behalf of the Holders of Transfer Restricted Securities, counsel to the Holders
of Transfer Restricted Securities or any underwriter shall reasonably object,
and make the representatives of the Issuer available for discussion of such
document as shall be reasonably requested by the Holders of Transfer Restricted
Securities, the Initial Purchasers on behalf of such Holders, counsel for the
Holders of Transfer Restricted Securities or any underwriter.  (r)            in the case of a Shelf Registration,
use all commercially reasonable efforts to cause all Transfer Restricted
Securities to be listed on any securities exchange on which similar debt
securities issued by the Issuer are then listed if requested by the Majority
Holders, or if requested by the underwriter or underwriters of an underwritten
offering of Transfer Restricted Securities, if any;  16


(s)           in the case of a Shelf Registration,
use all commercially reasonable efforts to cause the Transfer Restricted
Securities to be rated by the appropriate rating agencies, if so requested by
the Majority Holders, or if requested by the underwriter or underwriters of an
underwritten offering of Transfer Restricted Securities, if any;  (t)            otherwise comply with all applicable
rules and regulations of the SEC and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering at least 12
months which shall satisfy the provisions of Section 11(a) of the 1933 Act and
Rule 158 thereunder;  (u)           cooperate and assist in any filings
required to be made with the NASD and, in the case of a Shelf Registration, in
the performance of any due diligence investigation by any underwriter and its
counsel (including any qualified independent underwriter that is required to
be retained in accordance with the rules and regulations of the NASD); and  (v)           upon consummation of an Exchange
Offer or a Private Exchange, obtain a customary opinion of counsel to the
Issuer addressed to the Trustee for the benefit of all Holders of Transfer
Restricted Securities participating in the Exchange Offer or Private Exchange,
and which includes an opinion that (i) the Issuer has duly authorized,
executed and delivered the Exchange Securities and/or Private Exchange
Securities, as applicable, and the related indenture, and (ii) each of the
Exchange Securities and related indenture constitute a legal, valid and binding
obligation of the Issuer, enforceable against the Issuer in accordance with its
respective terms (with customary exceptions).  In
the case of a Shelf Registration Statement, the Issuer may (as a condition to
such Holders participation in the Shelf Registration) require each Holder of
Transfer Restricted Securities to furnish to the Issuer such information
regarding the Holder and the proposed distribution by such Holder of such Transfer
Restricted Securities as the Issuer may from time to time reasonably request in
writing. No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement if such Holder fails to furnish such information in writing to
the Issuer within 20 days after receipt of the request therefor.  In
the case of a Shelf Registration Statement, each Holder agrees that, upon
receipt of any notice from the Issuer of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to a Registration Statement until such Holders receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
3(k) hereof, and, if so directed by the Issuer, such Holder will deliver to the
Issuer (at its expense) all copies in such Holders possession, other than
permanent file copies then in such Holders possession, of the Prospectus
covering such Transfer Restricted Securities current at the time of receipt of
such notice.  If
any of the Transfer Restricted Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and  17


manager
or managers that will manage such offering will be selected by the Majority
Holders of such Transfer Restricted Securities included in such offering and
shall be acceptable to the Issuer. No Holder of Transfer Restricted Securities
may participate in any underwritten registration hereunder unless such Holder
(a) agrees to sell such Holders Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.  4.             Indemnification; Contribution.  (a)           The Issuer agrees to indemnify and
hold harmless the Initial Purchasers, each Holder, each Participating
Broker-Dealer, each Person who participates as an underwriter (any such Person
being an Underwriter)and
their respective affiliates, directors and officers and each Person, if any,
who controls any Holder or Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:  (i)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment or supplement
thereto) pursuant to which Exchange Securities or Transfer Restricted
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Prospectus (or
any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;  (ii)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission;  provided that (subject to Section 4(d)
below) any such settlement is effected with the written consent of the Issuer;
and  (iii)  against
any and all expense whatsoever, as incurred (including the fees and
disbursements of not more than one counsel chosen by any indemnified party),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (i) or (ii)
above;  18


provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Issuer by the Holder or Underwriter expressly for
use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).  (b)           Each Holder severally, but not
jointly, agrees to indemnify and hold harmless the Issuer, the Initial
Purchasers, each Underwriter and the other selling Holders, and each of their
respective affiliates, directors and officers, and each Person, if any, who
controls the Issuer, the Initial Purchasers, any Underwriter or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to the Issuer by such Holder expressly
for use in the Shelf Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto); provided,however, that no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Transfer Restricted Securities pursuant to such Shelf
Registration Statement.  (c)           Each indemnified party shall give
notice as promptly as reasonably practicable to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure so to notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it
is not materially prejudiced as a result thereof and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. An indemnifying party may participate at its own
expense in the defense of such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying party or parties be liable for the reasonable fees and
expenses of more than one counsel (in addition to one local counsel) separate
from their own counsel for all indemnified parties (which consent shall not be
unreasonably withheld) in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.  19


(d)           If at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel, such indemnifying party agrees that it shall
be liable for any settlement of the nature contemplated by Section 4(a)(ii)
effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the terms
of such settlement at least 30 days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement,
unless such request is being disputed in good faith.  (e)           If the indemnification provided for in this Section 4 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred
to therein, then each indemnifying party shall contribute to the aggregate
amount of such losses, liabilities, claims, damages and expenses incurred by
such indemnified party, as incurred, in such proportion as is appropriate to
reflect the relative fault of the Issuer on the one hand and the Holders and
the Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.  The relative fault of the Issuer on the one hand and
the Holders and the Initial Purchasers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Issuer, the Holders or the
Initial Purchasers and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.  The Issuer, the Holders and the Initial Purchasers
agree that it would not be just and equitable if contribution pursuant to this
Section 4 were determined by pro rata allocation (even if the Initial
Purchasers were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 4. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 4 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.  Notwithstanding the provisions of this Section 4, no
Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities sold by it were offered
exceeds the amount of any damages which such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  20


For
purposes of this Section 4, each Person, if any, who controls an Initial
Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as such Initial
Purchaser or Holder, and each director of the Issuer, and each Person, if any,
who controls the Issuer within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Issuer. The Initial Purchasers respective obligations to contribute pursuant
to this Section 7 are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A to the
Purchase Agreement and not joint.  5.             Miscellaneous.  5.1           Rule 144 and Rule 144A.
For so long as the Issuer is subject to the reporting requirements of Section
13 or 15 of the 1934 Act, the Issuer covenants that it will file the reports
required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the
1934 Act and the rules and regulations adopted by the SEC thereunder. If the
Issuer ceases to be so required to file such reports, the Issuer covenants that
it will upon the request of any Holder of Transfer Restricted Securities (a)
make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act and it will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Transfer
Restricted Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder of
Transfer Restricted Securities, the Issuer will deliver to such Holder a
written statement as to whether it has complied with such requirements.  5.2           No Inconsistent Agreements.
The Issuer has not entered into and the Issuer will not after the date of this
Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Issuers other issued
and outstanding securities under any such agreements.  5.3           Amendments and Waivers.
The provisions of this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Issuer has obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Transfer Restricted Securities affected by such amendment,
modification, supplement, waiver or departure.  5.4           Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (a) if to a Holder, at the most current  21


address
given by such Holder to the Issuer by means of a notice given in accordance
with the provisions of this Section 5.4, which address initially is the address
set forth in the Purchase Agreement with respect to the Initial Purchasers; and
(b) if to the Issuer, initially at the Issuers address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4.  All
such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; two business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies
of all such notices, demands, or other communications shall be concurrently
delivered by the person giving the same to the Trustee under the Indenture, at
the address specified in such Indenture.  5.5           Successor and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled
to receive the benefits hereof.  5.6           Third Party Beneficiaries.
The Initial Purchasers (even if the Initial Purchasers are not Holders of
Transfer Restricted Securities) shall be third party beneficiaries to the
agreements made hereunder between the Issuer, on the one hand, and the Holders,
on the other hand, and shall have the right to enforce such agreements directly
to the extent they deem such enforcement necessary or advisable to protect
their rights or the rights of Holders hereunder. Each Holder of Transfer
Restricted Securities shall be a third party beneficiary to the agreements made
hereunder between the Issuer, on the one hand, and the Initial Purchasers, on
the other hand, and shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights hereunder.  5.7.          Specific Enforcement. Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Issuer acknowledges that any failure by the Issuer to comply with its
obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may  22


be
required to specifically enforce the Issuers obligations under Sections 2.1
through 2.4 hereof.  5.8.          Restriction on Resales. Until
the expiration of two years after the original issuance of the Securities, the
Issuer will not, and will cause its affiliates (as such term is defined in
Rule 144(a)(1) under the 1933 Act) not to, resell any Securities which are restricted
securities (as such term is defined under Rule 144(a)(3) under the 1933 Act)
that have been reacquired by the Issuer and shall immediately upon any purchase
of any such Securities submit such Securities to the Trustee for cancellation.  5.9           Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  5.10         Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.  5.11         GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.  5.12         Severability. In the event that
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.  5.13         Underwritten Offerings. Notwithstanding
anything contained herein, any underwritten offering of the Transfer Restricted
Securities shall require the prior written consent of the Issuer, which consent
may not be unreasonably withheld or delayed.  [Signatures on following
page]  23


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.  UHS
  MERGER SUB, INC.By:
  /s/
  Robert JunejaName:  Robert JunejaTitle:  President  Confirmed
and accepted as of
the date first above written:   MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED BEAR,
STEARNS & CO. INC. WACHOVIA
CAPITAL MARKETS, LLC  BY:  MERRILL
LYNCH, PIERCE, FENNER & SMITH
INCORPORATED   By:
  /s/
  Sarang GadkariName:  Sarang GadkariTitle:  Managing Director


Exhibit A  Form
of Joinder Agreement  May
[      ], 2007  THIS
JOINDER AGREEMENT, dated as of May [      ], 2007
(this Joinder Agreement), is among Universal Hospital Services, Inc. (the Company)
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns &
Co. Inc. and Wachovia Capital Markets, LLC.  Reference
is hereby made to the Registration Rights Agreement, dated May 31, 2007 among
UHS Merger Sub, Inc. (the Issuer) and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear, Stearns & Co. Inc. and Wachovia Capital Markets,
LLC (the Registration Rights Agreement). Terms used and not otherwise defined
herein shall have the meanings given to them in the Registration Rights
Agreement.  The
Company hereby unconditionally and irrevocably expressly assumes and confirms,
and agrees to perform and observe, each and any of the covenants, agreements,
terms, conditions, obligations, appointments, duties, promises and liabilities
of the Issuer under the Registration Rights Agreement as if the Company were
an original signatory to the Registration Rights Agreement as of the date
thereof.  The
undersigned hereby agrees to promptly execute and deliver any and all further
documents and take such further action as any other undersigned party may
reasonably require to effect the purpose of this Joinder Agreement.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.  A-1


IN
WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the
date first above written.  UNIVERSAL
  HOSPITAL SERVICES, INC.By:Name:Title:   A-2


The
foregoing Joinder Agreement is hereby confirmed and accepted as of the date
first above written.   Acting
  on behalf of themselves and as the Representatives 
  of the Initial Purchasers.MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATEDBEAR,
  STEARNS & CO. INC.WACHOVIA
  CAPITAL MARKETS, LLCBy: MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATEDBy:Name:Title:  A-3