Exhibit
      10.1




**EXECUTION
        COPY**





**A** **GREEMENT
      AND PLAN OF MERGER**




**by
      and among**




**UHS
      HOLDCO, INC.,**





**UHS
      MERGER SUB, INC.,**








**UNIVERSAL
      HOSPITAL SERVICES, INC.**


**(as
      the Company)**





**and**




**J.W.
      CHILDS EQUITY PARTNERS III, L.P.**




**(solely
      in its capacity as the Representative)**














**Dated
      as of April 15, 2007**











**TABLE
      OF CONTENTS**






PageARTICLE
                  1 DEFINED TERMS
              11.1
              
              Defined
                Terms
              1ARTICLE
                  2 THE MERGER2.1
              
              Merger;
                Surviving Company
              122.2
              
              Effective
                Time
              122.3
              
              Effects
                of the Merger
              122.4
              
              Certificate
                of Incorporation and Bylaws
              122.5
              
              Directors
                and Officers
              132.6
              
              Conversion
                of Shares
              132.7
              
              Treatment
                of Options
              132.8
              
              Merger
                Consideration; Post-Closing Merger-Consideration Adjustment
              142.9
              
              Closing
                Payments
              162.10
              
              Dissenting
                Shares; Notices to Securityholders
              182.11
              
              Closing
                of Transfer Books
              192.12
              
              Transfer
                Taxes
              19ARTICLE
                  3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
              203.1
              
              Organization,
                Good Standing and Other Matters; Subsidiaries and Joint Ventures
              203.2
              
              Capital
                Structure of the Company
              203.3
              
              Options
              203.4
              
              Authority
              213.5
              
              No
                Conflict; Required Filings and Consents
              213.6
              
              Financial
                Statements; Absence of Undisclosed Liabilities; Indebtedness; Independence
                ofAccountants;
                  SEC Reports and Filings
              223.7
              
              Absence
                of Certain Changes and Events
              233.8
              
              Compliance
                With Laws; Permits
              243.9
              
              Litigation;
                Orders
              253.10
              
              Insurance
              253.11
              
              Owned
                Real Property
              253.12
              
              Leased
                Real Property
              253.13
              
              Tangible
                Property
              263.14
              
              Environmental
                Matters
              263.15
              
              Taxes
              273.16
              
              Material
                Contracts
              283.17
              
              Employees
              293.18
              
              Labor
                Matters
              293.19
              
              Customers;
                Suppliers
              293.20
              
              ERISA
                Compliance
              303.21
              
              Intellectual
                Property
              32









Page3.22
              
              Broker’s
                Commissions
              333.23
              
              Certain
                Transactions
              333.24
              
              Product
                Warranty and Product Liability
              333.25
              
              Unlawful
                Benefits
              33ARTICLE
                  4 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER
                  SUB
              344.1
              
              Organization,
                Good Standing and Other Matters
              344.2
              
              Authority
              344.3
              
              No
                Conflict: Required Filings and Consents
              344.4
              
              Financial
                Ability
              354.5
              
              Investment
                Intent
              354.6
              
              Brokers’
                Commissions
              354.7
              
              Activities
                of Merger Sub
              3535ARTICLE
                  5 COVENANTS OF THE COMPANY
              365.1
              
              Conduct
                of Business
              365.2
              
              Access
                to Information
              385.3
              
              Payoff
                Letter
              385.4
              
              Sellers
                Expenses
              385.5
              
              Exclusive
                Dealing
              385.6
              
              Letters
                of Credit
              385.7
              
              Actions
                with Respect to Senior Notes
              39ARTICLE
                  6 COVENANTS OF PURCHASER
              406.1
              
              Access
                to Information
              406.2
              
              Indemnification
                of Directors and Officers
              406.3
              
              Employees
              416.4
              
              Investigation
                and Agreement by Purchaser; No Other Representations or
                Warranties
              42ARTICLE
                  7 COVENANTS AND AGREEMENTS
              427.1
              
              Consents;
                Governmental Approvals
              427.2
              
              Notification
              447.3
              
              Public
                Announcements; Confidentiality
              447.4
              
              Cooperation
                on Tax Matters
              457.5
              
              Financial
                Information; Cooperation with Financings
              45ARTICLE
                  8 CONDITIONS PRECEDENT
              458.1
              
              Conditions
                to Each Party’s Obligation
              458.2
              
              Conditions
                to Obligation of Purchaser and Merger Sub
              468.3
              
              Conditions
                to Obligations of the Company
              47ARTICLE
                  9 CLOSING
              489.1
              
              Closing
              48




ii


PageARTICLE
                  10 TERMINATION
              4810.1
              
              Events
                of Termination
              4810.2
              
              Effect
                of Termination
              49ARTICLE
                  11 GENERAL PROVISIONS
              4911.1
              
              Non-Survival
                of Representations and Warranties
              4911.2
              
              Maximum
                Recovery
              4911.3
              
              Updates
                to Schedules
              4911.4
              
              Further
                Assurances
              5011.5
              
              Entire
                Agreement; Agreement
              5011.6
              
              No
                Waiver
              5011.7
              
              Severability
              5011.8
              
              Expenses
                and Obligations
              5011.9
              
              Notices
              5011.10
              
              Counterparts
              5211.11
              
              Governing
                Law; Consent to Jurisdiction
              5311.12
              
              Rights
                Cumulative
              5311.13
              
              Assignment
              5311.14
              
              Third-Party
                Beneficiaries
              5311.15
              
              Headings;
                Construction
              53




iii




**AGREEMENT
      AND PLAN OF MERGER**




THIS
      AGREEMENT AND PLAN OF MERGER (this “ Agreement ”),
      dated
      as of April 15, 2007, is made by and among UHS Holdco, Inc. (“ Purchaser ”),
      a
      Delaware corporation, UHS Merger Sub, Inc., a Delaware corporation and a
      wholly-owned Subsidiary of Purchaser (“ Merger
      Sub ”),
      Universal Hospital Services, Inc., a Delaware corporation (the “ Company ”)
      and
      J.W. Childs Equity Partners III, L.P., a Delaware limited partnership solely
      in
      its capacity as the Representative (as defined below).




**RECITALS**




WHEREAS,
      the Company, Purchaser and Merger Sub intend to effect a merger (the
“ Merger ”)
      of
      Merger Sub with and into the Company in accordance with this Agreement and
      the
      General Corporation Law of the State of Delaware (the “ DGCL ”).
      Upon
      consummation of the Merger, Merger Sub will cease to exist, and the Company
      will
      become a Subsidiary of Purchaser; and




WHEREAS,
      it is anticipated that certain of the Stockholders (the “ Rollover
      Stockholders ”)
      will
      have, as of immediately prior to the Effective Time, contributed certain shares
      of Common Stock then held by them (the “ Rollover
      Shares ”)
      to
      Purchaser in exchange for Purchaser’s common stock in a transaction intended to
      qualify as a transfer pursuant to Section 351 of the Code (the “ Rollover ”);




WHEREAS,
      the respective boards of directors of the Company, Purchaser and Merger Sub
      have
      each approved this Agreement and the transactions contemplated hereby, including
      the Merger, in accordance with the DGCL and upon the terms and subject to the
      conditions set forth herein; and




WHEREAS,
      this Agreement will be adopted, and the transactions contemplated hereby will
      be
      approved, by the written consent of Stockholders holding at least a majority
      of
      the outstanding voting stock of the Company in accordance with Section 228
      of the DGCL as promptly as practicable but no later than one (1) Business Day
      following the execution and delivery of this Agreement by all parties hereto
      (the “ Written
      Consent ”).




NOW,
      THEREFORE, in consideration of the premises and the mutual representations,
      warranties, covenants, agreements and conditions set forth herein, and for
      other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:




**ARTICLE
      1**


**DEFINED
      TERMS**




**1.1**  **Defined
      Terms** **.** The
      following terms shall have the following meanings in this
      Agreement:




“ Accountants ”
has
      the
      meaning set forth in Section 2.8(a) .









“ Adjustment
      Amount ”
means
      the net amount of all increases or decreases to the Estimated Merger
      Consideration pursuant to Section 2.8(c) .




“ Adjustment
      Amount Per Share ”
means
      the quotient of (a) the Adjustment Amount over (b) the Fully Diluted Shares
      (including the Rollover Shares).




“ Advisors ”
has
      the
      meaning set forth in Section 5.2 .




“ Affiliate ”
of
      any
      Person means any Person which, directly or indirectly, controls or is controlled
      by that Person, or is under common control with that Person. For the purposes
      of
      this definition, “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as used with respect to any
      Person, shall mean the possession, directly or indirectly, of the power to
      direct or cause the direction of the management and policies of such Person,
      whether through ownership of voting securities, by contract or
      otherwise.




“ Antitrust
      Laws ”
has
      the
      meaning set forth in Section 7.1(c) .




“ Audited
      Financial Statements ”
has
      the
      meaning set forth in Section 3.6(a) .




“ Balance
      Sheet Date ”
means
      February 28, 2007.




“ Business
      Day ”
means
      any day other than (a) a Saturday, Sunday or federal holiday or (b) a
      day on which commercial banks in New York, New York are authorized or required
      to be closed.




“ Cash
      and Cash Equivalents ”
means
      the sum of the fair market value (expressed in United States dollars) of all
      cash and cash equivalents (including marketable securities and short term
      investments) of the Company as of the close of business on the day immediately
      preceding the Closing Date minus 50% of
      the amount of such cash which is not available to the Company at such
      time.




“ Certificate
      of Merger ”
has
      the
      meaning set forth in Section 2.2 .




“ Closing ”
has
      the
      meaning set forth in Section 9.1 .




“ Closing
      Date ”
means
      the date upon which the Closing occurs.




“ Closing
      Date Funded Indebtedness ”
means
      the Funded Indebtedness as of immediately prior to the Closing less the
      amount of any Purchaser Assumed Excess Tender Premium.




“ Closing
      Statement ”
has
      the
      meaning set forth in Section 2.8(a) .




“ COBRA ”
has
      the
      meaning set forth in Section 3.20(e) .




“ Code ”
means
      the Internal Revenue Code of 1986, as amended, or any successor law, and
      regulations issued by the IRS pursuant thereto.




“ Common
      Stock ”
means
      the Company’s common stock, par value $0.01 per share.




2




“ Company ”
has
      the
      meaning set forth in the Preamble to this Agreement.




“ Company
      Pension Plans ”
has
      the
      meaning set forth in Section 3.20(a) .




“ Company
      SEC Reports ”
has
      the
      meaning set forth in Section 3.6(d) .




“ Confidentiality
      Agreement ”
means
      that certain Confidentiality Agreement, dated as of January 12, 2007, between
      the Company and Bear Stearns Merchant Manager III (Cayman), L.P.




“ Consent
      Solicitation ”
means
      a
      solicitation of the Requested Consents from the holders of the Senior
      Notes .




“ Corporate
      Officer ”
means
      the President and Chief Executive Officer, any Senior Vice President and the
      Secretary of the Company.




“ Covered
      Taxes ”
has
      the
      meaning set forth in Section 3.15(a) .




“ Credit
      Agreement ”
means
      the Amended and Restated Credit Agreement, dated as of May 26, 2005, among
      the Company, the other credit parties signatory thereto, the lenders signatory
      thereto from time to time, and General Electric Capital Corporation, as agent,
      administrative agent, collateral agent and lender, and GECC Capital Markets
      Group, Inc. as sole lead arranger and sole bookrunner, as amended by Amendment
      No. 1 to Credit Agreement, dated as of February 13, 2007, among the Company,
      General Electric Capital Corporation as agent for the lenders and the lenders
      party thereto.




" Debt
      Commitment Letter "
      has the
      meaning set forth in Section 4.4 .




“ D&O
      Tail Insurance ”
has
      the
      meaning set forth in Section 6.2(b) .




“ DGCL ”
has
      the
      meaning set forth in the Recitals to this Agreement.




“ Director ”
means
      a
      member of the board of directors of the Company.




“ Dissenting
      Shares ”
has
      the
      meaning set forth in Section 2.10 .




“ DOJ ”
has
      the
      meaning set forth in Section 7.1(b) .




“ Effective
      Time ”
has
      the
      meaning set forth in Section 2.2 .




“ Enterprise
      Value ”
equals
      $712.0 million.




“ Environmental
      Laws ”
means
      any Legal Requirement relating to protection of the environment or human health
      and safety, exposure to Hazardous Substances, to pollution or to the use,
      treatment, storage, disposal, release or transportation of Hazardous
      Substances.




" Equity
      Commitment Letter "
      has the
      meaning set forth in Section 4.4 .




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended.




3




“ ERISA
      Affiliate ”
means
      any Person which at any relevant time is or was part of a controlled group
      or
      considered a single employer with the Company or any of its Subsidiaries within
      the meaning of Code Sections 414(b), (c), (m) or (o).




“ Estimated
      Cash and Cash Equivalents ”
means
      a
      good faith estimate by the Company of the Cash and Cash
      Equivalents.




“ Estimated
      Closing Date Funded Indebtedness ”
means
      a
      good faith estimate by the Company of the Closing Date Funded
      Indebtedness.




“ Estimated
      Merger Consideration ”
equals
      (i) the Enterprise Value, plus (ii) Estimated Cash and Cash Equivalents, plus (iii) the aggregate exercise price of all of the outstanding Vested Options
      as of the Effective Time minus (iv) Estimated Closing Date Funded Indebtedness, minus (v) Estimated Sellers Expenses, minus (vi) the Reserve Amount, in the case of clauses (ii) through (v), as set
      forth in the Pre-Closing Statement.




“ Estimated
      Seller Expenses ”
means
      a
      good faith estimate by the Company of the Seller Expenses.




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.




“ Final
      Per Share Merger Consideration ”
equals
      the quotient obtained by dividing (a) the Merger Consideration plus any
      portion of the Reserve Amount which is distributed by the Representative to
      the
      Securityholders following the determination of the Adjustment Amount in
      accordance with Section 2.8 hereof,
      over (b) the Fully Diluted Shares.




“ Financial
      Statements ”
has
      the
      meaning set forth in Section 3.6(a) .




“ FTC ”
has
      the
      meaning set forth in Section 7.1(b) .




“ Fully-Diluted
      Shares ”
equals
      the sum of the aggregate number of Outstanding Shares (including the Rollover
      Shares) and the number of shares of Common Stock issuable upon the exercise
      of
      all Vested Options outstanding immediately prior to the Closing.




“ Funded
      Indebtedness ”
means,
      as of any date, without duplication, the outstanding principal amount of,
      accrued and unpaid interest on and other payment obligations (including any
      penalties, premiums, and any other fees, expenses and breakage costs) arising
      under any obligations of the Company consisting of (a) indebtedness for borrowed
      money (including pursuant to the Credit Agreement) or indebtedness issued in
      substitution or exchange for borrowed money or for the deferred purchase price
      of property or services (other than trade payables and accrued expenses arising
      in the Ordinary Course of Business), (b) the Senior Notes and any other
      indebtedness evidenced by any note, bond, debenture or other debt security
      or
      similar instrument, and (c) any obligations under capitalized leases properly
      classifiable as such under GAAP as of such date. Notwithstanding the foregoing,
      “Funded Indebtedness” (x)  shall
      not
      include (i) any obligations under operating leases or letters of credit
      or (ii) any
      earn-out or similar obligation related to the Intellamed Acquisition and (y) shall
      include any amounts payable by the Company (A) to holders of Senior Notes in
      connection with the Notes Offer (or in trust for the benefit of holders of
      Senior Notes in connection with a discharge or covenant defeasance of the Senior
      Notes requested by Purchaser under Section 5.7(b) )
      and (B)
      pursuant to the Payoff Letter.




4




“ GAAP ”
means
      generally accepted accounting principles in the United States, consistently
      applied.




“ Governmental
      Authority ”
means
      any domestic or foreign national, state, multi-state or municipal or other
      local
      government, any subdivision, agency, commission or authority thereof, or any
      quasi-governmental or private body exercising any regulatory or taxing authority
      thereunder.




“ Governmental
      Authorization ”
means
      any approval, consent, license, permit, waiver, or other authorization issued,
      granted, given or otherwise made available by or under the authority of any
      Governmental Authority or pursuant to any Legal Requirement.




“ Halifax
      Management Agreement ”
means
      that certain Management Agreement, dated as of October 17, 2003, between
      Halifax GenPar, L.P. and the Company.




“ Hazardous
      Substances ”
means
      any toxic, hazardous or dangerous chemical or substance, any pollutant or
      contaminant regulated under Environmental Law, and any other substance for
      which
      liability or standards of conduct may be imposed under Environmental Laws,
      including without limitation, radiation, noise, odors, biological agents, Toxic
      Mold, medical waste, petroleum or any fraction or product, polychlorinated
      biphenyls and asbestos or asbestos containing materials.




“ HIPAA ”
has
      the
      meaning set forth in Section 3.20(e) .




“ HSR
      Act ”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.




“ Indenture ”
means
      the Indenture, dated as of October 17, 2003, between the Company and Wells
      Fargo Bank, National Association, as trustee.




“ Insurance
      Policies ”
has
      the
      meaning set forth in Section 3.10 .




“ Intellamed
      Acquisition ”
means
      the acquisition of the ICMS division of Intellamed, Inc. pursuant to the Asset
      Purchase Agreement, dated February 23, 2007 by and between the Company and
      Intellamed, Inc.




“ Intellectual
      Property ”
has
      the
      meaning set forth in Section 3.21 .




“ Interim
      Balance Sheet ”
has
      the
      meaning set forth in Section 3.6(a) .




“ Interim
      Financial Statements ”
has
      the
      meaning set forth in Section 3.6(a) .




“ IRS ”
means
      the United States Internal Revenue Service.




5




“ JWC
      Holders ”
has
      the
      meaning set forth in the Stockholders Agreement.




“ JWC
      Management Agreement ”
means
      that certain Management Agreement, dated as of February 28, 1998, between J.W.
      Childs Associates, L.P. and the Company, as amended by that certain Amendment
      to
      Management Agreement, dated as of October 17, 2003, between J.W. Childs
      Associates, L.P. and the Company.




“ Knowledge
      of the Company ”
and
      similar phrases, mean the actual knowledge, without investigation, of one or
      more of Gary D. Blackford, Rex Clevenger and Diana J.
      Vance-Bryan.




“ Leased
      Real Property ”
means
      all leasehold or subleasehold estates and other rights to use or occupy any
      real
      property held by the Company.




“ Leases ”
means
      all leases, subleases, licenses and other agreements pursuant to which the
      Company or any of its Subsidiaries holds any Leased Real Property.




“ Legal
      Requirement ”
or
      “ Law” means any
      federal, state, local, municipal, foreign, international, multinational, or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute, or treaty.




“ Letter
      of Transmittal ”
has
      the
      meaning set forth in Section 2.9(b) .




“ Liens ”
means
      all liens, pledges, voting agreements, voting trusts, proxy agreements, security
      interests, restrictions, mortgages and other possessory interests, conditional
      sale or other title retention agreements, assessments, easements, rights-of-way,
      covenants, restrictions, rights of first refusal, defects in title,
      encroachments, and other burdens, options or encumbrances of any
      kind.




“ Material
      Adverse Effect ”
means
      a
      material and adverse effect on the business, financial condition or results
      of
      operations of the Company; provided , however ,
      that
      none of the following shall be deemed (either alone or in combination) to
      constitute, for purposes of Sections 3.7 ,
      8.2(a)(ii) and 8.2(d) ,
      a
      Material Adverse Effect: (a) a general deterioration in the economy in the
      United States or in any industry in which the Company 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 Purchaser is the prospective acquirer
      of the Company; (d) the announcement or pendency of the transactions
      contemplated hereby; (e) any changes in applicable Legal Requirements; (f)
      any changes in GAAP; (g) actions taken by Purchaser or its Affiliates; or
      (h) compliance with the terms of, or the taking of any action required by,
      this Agreement, in each case, to the extent that any of the items in clauses
      (a), (b) or (e) does not have a disproportionate impact on the
      Company.




“ Material
      Contract ”
      means:




**(a)**  each
      contract or agreement (excluding purchase orders) under which the Company earned
      more than $1 million in revenue during the year ended December 31,
      2006;




6




**(b)**  each
      contract or agreement (excluding purchase orders) contemplating remaining
      payments by the Company of more than $1 million in any consecutive twelve
      (12) month period;




**(c)**  each
      Material Lease;




**(d)**  each
      material licensing agreement or other contract or agreement with respect to
      any
      material Company Intellectual Property (other than licenses granted to customers
      in the Ordinary Course of Business and assignment of invention and similar
      agreements with employees);




**(e)**  any
      collective bargaining agreement, contract or other agreement or understanding
      with a labor union or labor organization;




**(f)**  each
      joint
      venture, partnership or other similar agreement or arrangement;




**(g)**  any
      agreement that limits the freedom of the Company to compete in any line of
      business or geographic area or with any Person or restricting the Company’s use
      of any material Company Intellectual Property;




**(h)**  any
      employment, deferred compensation, severance, bonus, retirement or other similar
      agreement entered into by the Company with any Director, Corporate Officer
      or
      any employee having an annual base salary as of the date hereof in excess of
      $200,000;




**(i)**  any
      indenture, promissory note, loan agreement or other agreement or commitment
      for
      the borrowing of money, for a line of credit or for any capital leases; and




**(j)**  all
      agreements in which the Company is obligated to indemnify any Person (other
      than
      in the Ordinary Course of Business).




“ Material
      Leased Properties ”
means
      all real properties leased pursuant to the Material Leases.




“ Material
      Leases ”
means
      all Leases to which the Company is a party as of the date hereof which have
      an
      annualized base rent in excess of $300,000 .




“ Merger ”
has
      the
      meaning set forth in the Recitals to this Agreement.




“ Merger
      Consideration ”
means
      the Estimated Merger Consideration, as adjusted by the Adjustment Amount in
      accordance with Section 2.8 .




“ Merger
      Sub ”
has
      the
      meaning set forth in the Preamble to this Agreement.




“ Multiemployer
      Plan ”
has
      the
      meaning set forth in Section 3.20(a) .




“ Notes
      Offer ”
has
      the
      meaning set forth in Section 5.7(a) .




“ Offer
      Documents ”
has
      the
      meaning set forth in Section 5.7(a) .




7




“ Option
      Agreements ”
has
      the
      meaning set forth in Section 3.3 .




“ Option
      Cancellation Agreement ”
has
      the
      meaning set forth in Section 2.9(e) .




“ Option
      Consideration ”
has
      the
      meaning set forth in Section 2.7 .




“ Optionholder ”
means
      a
      holder of Options.




“ Options ”
means
      the collective reference to all options to purchase shares of Common Stock
      issued pursuant to the Stock Option Plan.




“ Order ”
means
      any award, decision, injunction, judgment, ruling or verdict entered, issued,
      made, or rendered by any Governmental Authority or by any
      arbitrator.




“ Ordinary
      Course of Business ”
means
      the ordinary course of business of the Company, consistent with past
      practices.




“ Organizational
      Documents ”
means
      (a) the articles or certificates of incorporation and the by-laws or code
      of regulations of a corporation; (b) the partnership agreement and any
      statement of partnership of a general partnership; (c) the limited
      partnership agreement and the certificate of limited partnership of a limited
      partnership; (d) the operating or limited liability company agreement and
      the certificate of formation of a limited liability company; (e) any
      charter, joint venture agreement or similar document adopted or filed in
      connection with the creation, formation or organization of a Person; and
      (f) any amendment to any of the foregoing.




“ Outstanding
      Shares ”
means
      the shares of Common Stock issued and outstanding immediately prior to the
      Effective Time. For the avoidance of doubt, “Outstanding Shares” does not
      include shares of treasury stock of the Company.




“ Owned
      Real Property ”
has
      the
      meaning set forth in Section 3.11 .




“ Paying
      Agent ”
has
      the
      meaning set forth in Section 2.9(a) .




“ Paying
      Agent Agreement ”
means
      an
      agreement to be entered into by and among the Company, Purchaser and Paying
      Agent before the Closing Date governing the Paying Agent’s duties, which shall
      be in form and substance reasonably satisfactory to both Purchaser and the
      Company.




“ Payoff
      Letter ”
has
      the
      meaning set forth in Section 5.3 .




“ PBGC ”
has
      the
      meaning set forth in Section 3.20(d) .




“ Per
      Share Merger Consideration ”
equals
      the quotient of (a) the Estimated Merger Consideration, over (b) the Fully
      Diluted Shares (including the Rollover Shares).




“ Permitted
      Liens ”
means
      (a) statutory Liens for current Taxes not yet due and payable or being
      contested in good faith by appropriate proceedings; (b) mechanics’,
      carriers’, workers’, repairers’ and other similar Liens imposed by law arising
      or incurred in the Ordinary Course of Business for obligations that are
      (i) not overdue or (ii) being contested in good faith by appropriate
      proceedings for which appropriate reserves have been established in accordance
      with GAAP; (c) other Liens on tangible property that were not incurred in
      connection with the borrowing of money or the advance of credit and that do
      not
      materially interfere with the conduct of the business conducted by the Company,
      taken as a whole; (d) Liens on leases of real property arising from the
      provisions of such leases which are not violated in any material respect by
      the
      current use or occupancy of such Leased Real Property or the operation of the
      business of the Company conducted thereon; (e) pledges or deposits made in
      the
      Ordinary Course of Business in connection with workers’ compensation,
      unemployment insurance and other types of social security; (f) deposits to
      secure the performance of bids, contracts (other than for borrowed money),
      leases, statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of a like nature incurred in the Ordinary Course of Business;
      (g) zoning regulations and land use restrictions that do not materially and
      adversely affect, impair or interfere with the use of any property affected
      thereby; (h) easements, covenants, rights of way, declarations and/or other
      restrictions of record affecting title to the Real Property which do not or
      would not materially impair the use or occupancy of the Real Property in the
      operation of the business of the Company conducted thereon; (i) Liens that
      are
      disclosed in the real estate title insurance policies, commitments and reports
      or in the surveys for the Real Property made available to Purchaser prior to
      the
      date hereof and (j) Liens securing all or any portion of the obligations under
      the Credit Agreement (it being understood that such Liens shall be released
      immediately prior to the Closing as provided in the Payoff Letter).




8




“ Person ”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union or any other entity or Governmental
      Authority.




“ Plan ”
means
      any “employee benefit plan” within the meaning of Section 3(3) of ERISA and
      any bonus, deferred compensation, incentive compensation, stock ownership,
      stock
      purchase, stock option, phantom stock, severance, disability, death benefit,
      hospitalization or insurance or other benefit plan, program, agreement or
      arrangement of any kind maintained, sponsored, contributed or required to be
      contributed to by the Company or with respect to which the Company has or could
      reasonably be expected to have any current obligation or liability; provided ,
      however
      that the definition of “Plan” shall not include any severance agreement or
      arrangement with any current or former employee having an annual base salary
      in
      excess of $100,000.




“ Pre-Closing
      Statement ”
has
      the
      meaning set forth in Section 2.8 .




“ Preferred
      Stock ”
means
      the Company’s preferred stock, par value $0.01 per share.




“ Proceeding ”
means
      any action, arbitration, audit, hearing, investigation, litigation or suit
      (whether civil, criminal, administrative or investigative) commenced, brought,
      conducted or heard by or before, or otherwise involving, any Governmental
      Authority.




“ Product ”
has
      the
      meaning set forth in Section 3.24 .




“ Purchaser ”
has
      the
      meaning set forth in the Preamble to this Agreement.




9




“ Purchaser
      Assumed Excess Tender Premium ”
has
      the
      meaning set forth in clause (f)(iii) of Section 10.1 .




“ Real
      Property ”
means
      the Leased Real Property and the Owned Real Property.




“ Representative ”
means
      J.W. Childs Equity Partners III, L.P. who will be appointed by each of the
      Securityholders pursuant to the Letters of Transmittal and the Option
      Cancellation Agreements for the purposes and on the terms specified
      therein.




“ Requested
      Consents ”
shall
      mean the consents of holders of a majority in principal amount of the Senior
      Notes to the amendments to the indenture (as reasonably acceptable to Purchaser)
      in respect of the Senior Notes.




“ Required
      Governmental Approvals ”
means
      the termination or expiration of the applicable waiting period (and any
      extension thereof) under the HSR Act.




“ Reserve
      Amount ”
equals
      $5 million.




“ Rollover ”
has
      the
      meaning set forth in the recitals to this Agreement.




“ Rollover
      Shares ”
has
      the
      meaning set forth in the recitals to this Agreement.




“ Rollover
      Stockholders ”
has
      the
      meaning set forth in the recitals to this Agreement.




“ SEC ”
means
      the United States Securities and Exchange Commission.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ Securityholders ”
means
      the Stockholders and the Optionholders, collectively.




“ Sellers
      Expenses ”
means
      (a) any unpaid management or monitoring fees payable by the Company to any
      Stockholder or such Stockholder’s Affiliates and (b) all out of pocket costs and
      expenses (including amounts payable to any brokers, financial advisors, the
      Company’s counsel, accountants and other Advisors) incurred by the Company in
      connection with (i) the preparation of documents and other matters related
      to
      the potential sale of the Company, (ii) the negotiation and execution of this
      Agreement and (iii) the consummation of the transactions contemplated hereby; provided , however ,
      that the
      following shall not constitute Sellers Expenses: (x) any severance or change
      in
      control payment payable by the Company on or after the Closing Date, (y) any
      out-of-pocket costs and expenses incurred by the Company in connection with
      any
      financing arranged by Purchaser in connection with the transactions contemplated
      hereby, including those described in the Debt Commitment Letter or (z) any
      out
      of pocket costs and expenses incurred by the Company in connection with the
      Notes Offer or a discharge or covenant defeasance of the Senior Notes requested
      by Purchaser under Section 5.7(b) (other
      than any amounts payable to (or in trust for the benefit of) holders of the
      Senior Notes in connection therewith).




“ Sellers
      Expenses Notice ”
has
      the
      meaning set forth in Section 5.4 .




10




“ Senior
      Notes ”
means
      the Company’s 10.125% Senior Notes Due 2011 issued under the
      Indenture.




“ Shares ”
means
      shares of Common Stock or shares of Preferred Stock.




“ Stock
      Option Plan ”
means
      the Universal Hospital Services, Inc. 2003 Stock Option Plan.




“ Stockholder ”
means
      a
      holder of share(s) of Common Stock.




“ Stockholders
      Agreement ”
means
      that certain Amended and Restated Stockholders Agreement, entered into as of
      October 17, 2003, among the Company and each of the Securityholders party
      thereto, as amended, modified or supplemented from time to time in accordance
      with its terms.




“ Subsidiary ”
of
      any
      Person means another Person, an amount of the voting securities, other voting
      ownership or voting partnership interests sufficient to elect at least a
      majority of its board of directors or other governing body of which (or, if
      there are no such voting interests, greater than 50% of the equity interests
      of
      which) is owned directly or indirectly by such Person.




“ Surviving
      Company ”
has
      the
      meaning set forth in Section 2.1 .




“ Tax ”
means
      any tax (including, without limitation, any income tax, franchise tax, branch
      profits tax, capital gains tax, value-added tax, sales tax, use tax, property
      tax, transfer tax, payroll tax, social security tax or withholding tax), and
      any
      related fine, penalty, interest, or addition to tax with respect thereto,
      imposed, assessed or collected by or under the authority of any Governmental
      Authority or payable pursuant to any tax-sharing agreement relating to the
      sharing or payment of any such tax.




“ Tax
      Return ”
means
      any return (including any information return), report, statement, schedule,
      notice, form, or other document or information filed with or submitted to,
      or
      required to be filed with or submitted to, any Governmental Authority in
      connection with the determination, assessment, collection, or payment, of any
      Tax.




“ Tender
      Premium ”
means,
      as of any date, the amount described in clause (y)(A) of the second sentence
      of
      the definition of “Funded Indebtedness” as of such date, other than the unpaid
      principal amount of, and accrued and unpaid interest on, the Senior Notes as
      of
      such date.




“ Toxic
      Mold ”
means
      any mold or fungus of a type reasonably expected to pose a material risk to
      human health and have a negative effect on the value of Real
      Property.




“ Transfer
      Taxes ”
has
      the
      meaning set forth in Section 2.12 .




“ Trust
      Indenture Act ”
means
      the Trust Indenture Act of 1939, as amended, and the rules and regulations
      promulgated thereunder.




11




“ Vested
      Options ”
means
      any unexercised Options which have vested in accordance with their terms
      (including any Options that will vest exclusively as a result of the
      transactions contemplated by this Agreement).




“ WARN
      Act ”
means
      the Worker Adjustment and Retraining Notification Act, as amended.




“ Written
      Consent ”
has
      the
      meaning set forth in the Recitals to this Agreement.




**ARTICLE
      2**


**THE
      MERGER**




**2.1**  **Merger;
      Surviving Company** **.** Upon the
      terms and subject to the conditions set forth in this Agreement and in
      accordance with the terms of the DGCL, at the Effective Time, Merger Sub shall
      be merged with and into the Company. As a result of the Merger, the Company
      shall continue as the surviving company of the Merger (the “ Surviving
      Company ”)
      and
      shall continue its corporate existence under the laws of the State of Delaware,
      and the separate corporate existence of Merger Sub shall cease.




**2.2**  **Effective
      Time** **.** As a part
      of the Closing and substantially concurrent with the payment by Purchaser and/or
      Merger Sub of the payments required to be made by it at the Closing pursuant
      to
      this Agreement, the Company, Purchaser and Merger Sub shall cause a certificate
      of merger, in a form mutually agreeable to Purchaser and the Company (the
“ Certificate
      of Merger ”),
      to be
      properly executed and filed with the Secretary of State of the State of Delaware
      in accordance with the terms and conditions of the DGCL and shall take all
      such
      other and further actions as may be required by applicable Legal Requirements
      to
      make the Merger effective as promptly as practicable. The Merger shall become
      effective at the time that the Certificate of Merger is accepted for filing
      by
      the Secretary of State of the State of Delaware or at such later date and time
      as is specified in the Certificate of Merger (such time and date being referred
      to herein as the “ Effective
      Time ”).




**2.3**  **Effects
      of the Merger** **.** The
      Merger shall have the effects set forth in this Agreement, the Certificate
      of
      Merger and the applicable provisions of the DGCL. Without limiting the
      generality of the foregoing and subject thereto, by virtue of the Merger and
      without further act or deed, at the Effective Time all the property, rights,
      privileges, immunities, powers and franchises of the Company and Merger Sub
      shall vest in the Surviving Company, and all debts, liabilities, obligations
      and
      duties of the Company and Merger Sub shall become the debts, liabilities,
      obligations and duties of the Surviving Company.




**2.4**  **Certificate
      of Incorporation and Bylaws** **.** The
      certificate of incorporation of the Company shall, by virtue of the Merger,
      be
      amended and restated to read as the certificate of incorporation of Merger
      Sub
      as in effect immediately prior to the Effective Time, except that Article I
      thereof shall read as follows: “The name of the Corporation is “Universal
      Hospital Services, Inc.” and except for any references to the incorporator or
      original directors of Merger Sub, and as so amended shall be the certificate
      of
      incorporation of the Surviving Company as of the Effective Time until altered,
      amended or repealed as provided therein or by the DGCL. The bylaws of Merger
      Sub
      in effect immediately prior to the Effective Time shall be the bylaws of the
      Surviving Company as of the Effective Time, until altered, amended or repealed
      as provided therein or by the DGCL.




12




**2.5**  **Directors
      and Officers** **.** From and
      after the Effective Time, the directors and officers of Merger Sub immediately
      prior to the Effective Time shall be the directors and officers of the Surviving
      Company until the earlier of their resignation or removal or until their
      respective successors are duly elected and qualified, as the case may be, in
      accordance with the certificate of incorporation and bylaws of the Surviving
      Company or the DGCL.




**2.6**  **Conversion
      of Shares** **.** At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any party:




**(a)**  Each
      share
      of common stock, par value $0.01 per share, of Merger Sub issued and outstanding
      immediately prior to the Effective Time shall be converted into and become
      one
      validly issued, fully paid and nonassessable share of common stock, par value
      $0.01 per share, of the Surviving Company;




**(b)**  Each
      Outstanding Share (except (i) for the Rollover Shares and (ii) as provided
      in
      Sections 2.6(c) and 2.9 )
      shall be
      converted into the right to receive, in the manner provided in Section 2.8 and
      subject to Section 2.10 ,
      the
      Final Per Share Merger Consideration (provided, that Purchaser shall have no
      liability or obligation with respect to the distribution of the Reserve Amount,
      if any, to the Securityholders, the terms of which shall be set forth in the
      Letter of Transmittal). Each Outstanding Share (including the Rollover Shares)
      shall otherwise cease to be outstanding, shall be canceled and extinguished
      and
      shall cease to exist; and




**(c)**  Each
      share
      of Common Stock and each share of Preferred Stock held in the treasury of the
      Company immediately prior to the Effective Time shall be canceled and
      extinguished without any conversion thereof and no payment shall be made or
      consideration delivered with respect thereto.




**2.7**  **Treatment
      of Options** **.** At the
      Effective Time, each Vested Option then held by an Optionholder shall be
      cancelled, and the applicable Optionholder thereof shall be entitled to receive
      in consideration for the cancellation thereof, subject to
      Section 2.9 ,
      an
      amount equal to (a) the product of (i) the number of shares of Common
      Stock issuable upon the exercise of such Vested Option and
      (ii) (I) the Final Per Share Merger Consideration (provided, that
      Purchaser shall have no liability or obligation with respect to the distribution
      of the Reserve Amount, if any, to the Securityholders, the terms of which shall
      be set forth in the Option Cancellation Agreement), minus (II) the exercise
      price for such Vested Option, as provided in this Article
      2 (the
“ Option
      Consideration ”),
      less
      any required withholding Taxes. As of the Closing, each Vested Option shall
      be
      cancelled and no longer represent the right to purchase shares of Common Stock,
      but in lieu thereof, shall represent the right to receive the Option
      Consideration, and each Option held by an Optionholder which is not a Vested
      Option shall be cancelled without consideration and shall no longer represent
      the right to purchase shares of Common Stock.




13




**2.8**  **Merger
      Consideration; Post-Closing Merger-Consideration
      Adjustment** **.**




**(a)**  At
      least
      two (2) Business Days prior to the Closing Date, the Company shall in good
      faith
      and in consultation with Purchaser, prepare and deliver to Purchaser a written
      statement (the “ Pre-Closing
      Statement ”),
      based
      upon the books and records of the Company, which shall set forth (i) the
      Estimated Closing Date Funded Indebtedness (including the expected Tender
      Premium), (ii) the Estimated Seller Expenses, (iii) the Estimated Cash and
      Cash
      Equivalents and (iv) the Estimated Merger Consideration based upon such
      items.




**(b)**  Within
      five (5) Business Days following the Closing, Purchaser shall in good faith
      prepare and deliver to the Representative a written statement (the “ Closing
      Statement ”),
      based
      upon the books and records of the Company, which shall set forth Purchaser’s
      calculation of (i) the Closing Date Funded Indebtedness, (ii) the Seller
      Expenses, (iii) the Cash and Cash Equivalents and (vi) the Merger Consideration
      based upon such items. If within five (5) Business Days following the delivery
      of the Closing Statement, the Representative has not given Purchaser notice
      of
      its objection to any item in the Closing Statement (such notice, if given,
      must
      contain a statement reasonably detailing the basis of the Representative’s
      objection to each disputed item), then the Closing Statement shall be deemed
      final and binding on Purchaser, the Surviving Company and the Representative
      (on
      behalf of all Securityholders). If the Representative delivers such notice
      of
      objection, then Purchaser and the Representative shall consult in good faith
      to
      resolve the disputed items set forth in such notice and, if any disputed items
      have not been resolved within five (5) Business Days following delivery of
      such
      notice, from and after such time either the Representative or Purchaser may
      submit the remaining disputed items to an independent public accountant that
      is
      mutually agreeable to the Representative and the Purchaser (the “ Accountants ”)
      for
      resolution. Any item not referred to the Accountants for resolution shall be
      final and binding on Purchaser, the Surviving Company and the Representative
      (on
      behalf of all Securityholders). If any items in dispute are submitted to the
      Accountants for resolution: (x) Purchaser and the Representative shall furnish
      to the Accountants and each other such work papers and other documents and
      information relating solely to the disputed issues as the Accountants may
      request and are available to that party (or its accountants, and including
      in
      the case of Purchaser, the Surviving Company), and shall be afforded the
      opportunity to present to the Accountants any materials relating to the
      determination and to discuss the determination with the Accountants, provided that
      copies of all such materials are concurrently provided to the other party and
      that such discussions may only occur in the presence of the other party; and
      (y)
      the determination by the Accountants of the disputed items in the Closing
      Statement as shall be set forth in a notice delivered to both parties by the
      Accountants, shall be binding and conclusive on the parties. The fees of the
      Accountants for such determination shall be borne by Purchaser, on the one
      hand,
      and the Securityholders, on the other hand, in inverse proportion to the manner
      in which such Person prevails on the items resolved by the Accountants, which
      proportionate allocation shall be calculated on an aggregate basis based on
      the
      relative dollar values of the amounts in dispute and shall be computed by the
      Accountants at the time the determination of the Accountants is
      rendered.




**(c)**  The
      Estimated Merger Consideration shall be adjusted as follows (without
      duplication): (i)(A) reduced by the amount, if any, by which the Closing Date
      Funded Indebtedness is greater than the Estimated Closing Date Funded
      Indebtedness or (B) increased by the amount, if any, by which the Closing Date
      Funded Indebtedness is less than the Estimated Closing Date Funded Indebtedness;
      and (ii) (x)(A) reduced by the amount, if any, by which the Seller Expenses
      are
      greater than the Estimated Seller Expenses or (B) increased by the amount,
      if
      any, by which the Seller Expenses are less than the Estimated Seller Expenses
      and (y)(A) increased by the amount, if any, by which the Cash and Cash
      Equivalents are greater than the Estimated Cash and Cash Equivalents or (B)
      reduced by the amount, if any, by which the Cash and Cash Equivalents are less
      than the Estimated Cash and Cash Equivalents.




14




**(d)**  No
      later
      than the fifth (5th) Business Day following the final determination of the
      Adjustment Amount, if (i) the
      Adjustment Amount is positive:




(A)  with
      respect to each Stockholder who shall have delivered a completed Letter of
      Transmittal and certificate(s) representing the Outstanding Shares (subject
      to
      Section 2.9(h) below)
      held by such Stockholder for cancellation to Purchaser, the Surviving Company
      shall pay an amount equal to the product of the number of Outstanding Shares
      (including the Rollover Shares) held by such Stockholder and the Adjustment
      Amount Per Share, which amount shall be payable to a single account designated
      by the Paying Agent for all such Stockholders and paid to such Stockholder
      in
      accordance with the terms of the Paying Agent Agreement;




(B)  with
      respect to each Stockholder who shall not have delivered a Letter of Transmittal
      and certificate(s) representing the Outstanding Shares (subject to Section 2.9(h) below)
      held by such Stockholder for cancellation to Purchaser at or prior to the date
      upon which the Adjustment Amount Per Share is determined in accordance with
      this
      Section 2.8 ,
      the
      Surviving Company shall pay to the Paying Agent on behalf of each such
      Stockholder, upon receipt by the Surviving Company of a completed Letter of
      Transmittal and the certificate(s) representing the Outstanding Shares held
      by
      such Stockholder, an amount equal to the product of the number of Outstanding
      Shares held by such Stockholder and the Adjustment Amount, which amount shall
      be
      payable by wire transfer of immediately available funds promptly to the Paying
      Agent for payment to such Stockholder in accordance with the terms of the Paying
      Agent Agreement;




(C)  with
      respect to each Optionholder who has delivered an Option Cancellation Agreement,
      the Purchaser shall cause the Surviving Company to pay, through its payroll
      system, to each such Optionholder, an amount equal to the excess of (a) the
      product of (1) the number of shares of Common Stock issuable upon the exercise
      of such Vested Options, and (2) the Adjustment Amount Per Share less (b) any
      required withholding Taxes;




(D)  with
      respect to each Optionholder who shall not have delivered an Option Cancellation
      Agreement at or prior to the date upon which the Adjustment Amount is determined
      in accordance with this Section 2.8 ,
      the
      Purchaser shall cause the Surviving Company to pay, through its payroll system,
      to each such Optionholder, promptly following receipt by the Surviving Company
      of an Option Cancellation Agreement, an amount equal to the excess of (a) the
      product of (1) the number of shares of Common Stock issuable upon the exercise
      of such Vested Options and (2) the Adjustment Amount Per Share less (b) any
      required withholding Taxes; and




15




(ii)  if
      the
      Adjustment Amount is negative, the Representative shall pay the Adjustment
      Amount to the Surviving Company exclusively from the Reserve Amount.




**(e)**  The
      payments of the Adjustment Amount set forth in Section 2.8(d) ,
      other
      than the payments made under Sections 2.8(d)(i)(B) and (D) ,
      must be
      made in immediately available funds. The Adjustment Amount shall be treated
      as
      an adjustment to the Estimated Merger Consideration for income tax
      purposes.




**2.9**  **Closing
      Payments** **.**




**(a)**  No
      later
      than five (5) Business Days prior to the Closing Date, the Company shall
      designate a bank or trust company that is reasonably satisfactory to Purchaser
      (the “ Paying
      Agent ”),
      and
      enter into a Paying Agent Agreement with such Paying Agent .




**(b)**  At
      the
      Closing, Purchaser shall (i) pay on behalf of the Company, to such accounts
      designated in writing by the Company, an amount, in the aggregate, equal to
      the
      Estimated Closing Date Funded Indebtedness to enable the Company to repay the
      Estimated Closing Date Funded Indebtedness in full (other than obligations
      under
      capital leases, which Purchaser and the Company agree will not be repaid at
      Closing) and (ii) cause all of the outstanding letters of credit issued on
      behalf of the Company to be fully cash collateralized or shall furnish such
      letters of credit or other substitute credit support arrangements as the
      beneficiaries of such letters of credit may reasonably request.




**(c)**  At
      the
      Closing, Purchaser shall pay, with respect to each Stockholder who shall have
      delivered a completed letter of transmittal substantially in the form of Exhibit A hereto
      (“ Letter
      of Transmittal ”)
      and
      certificate(s) representing the Outstanding Shares (other than the Rollover
      Shares and subject to Section 2.9 (h) below)
      held by such Stockholder for cancellation to Purchaser at or prior to the
      Closing, an amount equal to the product of the number of Outstanding Shares
      (other than the Rollover Shares) held by such Stockholder and the Per Share
      Merger Consideration, which amount shall be payable by wire transfer of
      immediately available funds on the Closing Date to a single account designated
      by the Paying Agent for all such Stockholders and paid by the Paying Agent
      to
      such Stockholder in accordance with the terms of the Paying Agent
      Agreement.




**(d)**  At
      the
      Closing, Purchaser shall, with respect to each Stockholder who shall not have
      delivered a Letter of Transmittal and certificate(s) representing the
      Outstanding Shares (subject to Section 2.9 (h) below)
      held by such Stockholder for cancellation to Purchaser at or prior to the
      Closing, pay to the Company, for the benefit of and for payment to such
      Stockholders in accordance with this Article
      2 ,
      by wire
      transfer of immediately available funds to an account designated by the Company
      to Purchaser at least two (2) Business Days prior to the Closing Date, an amount
      equal to the product of the number of Outstanding Shares held by all
      Stockholders and the Per Share Merger Consideration, less all amounts paid
      to
      the Paying Agent at Closing pursuant to Section 2.9(c) hereof. The
      Surviving Company shall pay to the Paying Agent on behalf of each Stockholder,
      upon receipt by the Surviving Company of a completed Letter of Transmittal
      and
      the certificate(s) representing the Outstanding Shares (subject to
      Section 2.9 (h) below)
      held by such Stockholder, an amount equal to the product of the number of
      Outstanding Shares held by such Stockholder and the Per Share Merger
      Consideration, which amount shall be payable by wire transfer of immediately
      available funds on the first Business Day thereafter to the Paying Agent for
      payment to such Stockholder in accordance with the terms of the Paying Agent
      Agreement.




16




**(e)**  At
      the
      Closing, Purchaser shall, with respect to each Optionholder’s Vested Options
      outstanding immediately prior to the Effective Time, pay to the Company, for
      the
      benefit of and for payment to such Optionholders in accordance with this Article
      2 ,
      by wire
      transfer of immediately available funds to an account designated by the Company
      to Purchaser at least two (2) Business Days prior to the Closing Date, an amount
      equal to the product of (i) the number of shares of Common Stock issuable
      upon the exercise of such Vested Options and (ii) (A) the Per Share
      Merger Consideration, minus (B) the exercise price for such Vested Options. Promptly following the
      Closing, Purchaser shall, with respect to each Optionholder who shall have
      delivered an Option Cancellation Agreement substantially in the form of Exhibit B hereto
      (the “ Option
      Cancellation Agreement ”) prior to
      the Closing relating to such
      Optionholder’s Vested Options outstanding immediately prior to the Effective
      Time, cause
      the
      Surviving Company to pay to such Optionholder through its payroll system, in
      consideration of the cancellation of each Vested Option held by such
      Optionholder immediately prior to the Effective Time, an amount equal to the
      excess of (a) the product of (i) the number of shares of Common Stock
      issuable upon the exercise of such Vested Option and (ii) (A) the Per
      Share Merger Consideration, minus (B) the exercise price for such Vested
      Option, less (b) any required withholding Taxes. Following the Closing, the
      Purchaser shall cause the Surviving Company to pay, through its payroll system,
      to each Optionholder, promptly following receipt by the Surviving Company of
      an
      Option Cancellation Agreement, with respect to each Vested Option, an amount
      equal to the excess of (a) the product of (i) the number of shares of
      Common Stock issuable upon the exercise of such Vested Option and
      (ii) (A) the Per Share Merger Consideration, minus (B) the
      exercise price for such Vested Option, less (b) any required withholding
      Taxes.




**(f)**  At
      the
      Closing, Purchaser shall pay or cause the Surviving Company to pay the Estimated
      Sellers Expenses (by wire transfer of immediately available funds) to the
      applicable recipients of such Estimated Sellers Expenses in accordance with
      the
      Sellers Expenses Notice.




**(g)**  At
      the
      Closing, Purchaser shall deposit or cause to be deposited (by wire transfer
      of
      immediately available funds to an account designated in writing by the
      Representative at least two (2) Business Days prior to the Closing) the Reserve
      Amount with the Representative.




**(h)**  In
      the
      event that any Stockholder’s Common Stock certificates have been lost, stolen or
      destroyed, upon the making of a customary affidavit of that fact by the
      Stockholder claiming such certificate to be lost, stolen or destroyed, the
      Surviving Company will pay, in exchange for the Outstanding Shares represented
      by such lost, stolen or destroyed certificate, the Per Share Merger
      Consideration otherwise payable hereunder.




**(i)**  Upon
      making the payments pursuant to Sections 2.9 (b) ,
      (c), (d) , (e) , (f) and (g) above,
      Purchaser shall be deemed to have satisfied its obligations to make payments
      with respect to the Merger.




17




**(j)**  Any
      remaining cash unclaimed by holders of Outstanding Shares as of a date which
      is
      immediately prior to such time as such amounts would otherwise escheat to or
      become property of any Governmental Authority shall, to the extent permitted
      by
      applicable Law, become the property of the Surviving Company free and clear
      of
      any claims or interest of any Person previously entitled thereto.




**(k)**  Notwithstanding
      anything contained herein in this Agreement the Surviving Company and Paying
      Agent shall be entitled to deduct and withhold from the applicable Merger
      Consideration otherwise payable pursuant to this Agreement to any holder of
      Outstanding Shares, such amount as the Surviving Company or Paying Agent is
      required to deduct and withhold with respect to such payment under the Code,
      or
      any provision of state, local or foreign Tax Law. To the extent that amounts
      are
      so withheld, such withheld amounts shall be treated for all purposes of this
      Agreement as having been paid to the holder of Outstanding Shares, in respect
      of
      which such deduction and withholding was made.




**(l)**  No
      dividends or other distributions with respect to capital stock of the Surviving
      Company with a record date after the Effective Time shall be paid to the holder
      of any unsurrendered certificate(s) representing Outstanding Shares, including
      Dissenting Shares.




**(m)**  From
      and
      after the Effective Time, the holders of Outstanding Shares (other than
      Dissenting Shares) outstanding immediately prior to the Effective Time shall
      cease to have any rights with respect to such Outstanding Shares, other than
      the
      right to receive the Final Per Share Merger Consideration (provided, that
      Purchaser shall have no liability or obligation with respect to the
      distribution, if any, of the Reserve Amount to the Securityholders, the terms
      of
      which shall be set forth in the Letter of Transmittal) as provided in this
      Agreement.




**(n)**  The
      Reserve Amount will be distributed by the Representative as provided in the
      Letters of Transmittal and the Option Cancellation Agreements.




**2.10**  **Dissenting
      Shares** **;
      Notices to Securityholders** **.**




**(a)**  The
      Company shall, within five (5) Business Days after the date hereof, mail or
      deliver to (i) each Securityholder a letter from the Company and the JWC Holders
      (A) informing such Securityholder of the exercise by the JWC Holders of their
      “drag-along” rights under Section 3.4 of the Stockholders Agreement in
      connection with the transactions contemplated hereby, (B) providing such
      Securityholder with a brief information statement regarding the Company and
      the
      transactions contemplated hereby and (C) with respect to each Stockholder,
      (I)
      providing the notification required by Section 228(e) of the DGCL with respect
      to the Written Consent and (II) providing notice in the manner contemplated
      in
      Section 262 of the DGCL of such Stockholder’s right to dissent to the Merger
      pursuant to Section 262 of the DGCL, (ii) each Stockholder, a Letter of
      Transmittal and (iii) each Optionholder, an Option Cancellation Agreement.
      The
      Company shall afford Purchaser a reasonable opportunity to review and comment
      upon the documents described in this Section 2.10(a) and shall
      consider in good faith Purchaser’s comments thereto. With
      respect to each Securityholder from whom the Company shall not have received
      completed Letters of Transmittal and/or Option Cancellation Agreements within
      fifteen (15) Business Days after the date upon which the documents described
      in
      this Section 2.l0(a) are mailed or delivered to the Securityholders, the Company
      will (x) if such Securityholder is an employee of the Company, call such
      Securityholder on at least one occasion (and if such Securityholder is not
      available, leave a voice-mail) or (x) if such Securityholder is not an employee
      of the Company, mail a written notice to such Securityholder, requesting that
      such Securityholder submit their completed Letters of Transmittal and/or Option
      Cancellation Agreements to the Company by no later than five (5) Business Days
      prior to the then anticipated Closing Date. The Company shall provide Purchaser
      with the signed Written Consent within one (1) Business Day of the date
      hereof.




18




**(b)**  Notwithstanding
      any other provision of this Agreement to the contrary, any share of Common
      Stock
      that is outstanding immediately prior to the Effective Time and that is held
      by
      a Stockholder who shall have not voted in favor of the Merger or consented
      thereto in writing and who shall have properly demanded appraisal for such
      share
      in accordance with Section 262 of the DGCL (collectively, the “ Dissenting
      Shares ”)
      shall
      not be converted into or represent the right to receive the Per Share Merger
      Consideration in respect thereof. Such Stockholder shall instead be entitled
      to
      receive payment of the appraised value of such share of Common Stock in
      accordance with the provisions of Section 262 of the DGCL, except that any
      Dissenting Share held by a Stockholder who shall have failed to perfect or
      who
      effectively shall have withdrawn or otherwise lost his, her or its rights to
      appraisal of such share of Common Stock under such Section 262 of the DGCL
      shall thereupon be deemed to have been converted into and to have become
      exchangeable, as of the Effective Time, for the right to receive, subject to
      Section 2.9 ,
      without
      any interest thereon, the Per Share Merger Consideration.




**(c)**  At
      the
      Effective Time, any holder of Dissenting Shares shall cease to have any rights
      with respect thereto, except the rights provided in Section 262 of the
      DGCL.




**(d)**  The
      Company shall give Purchaser (i) notice of any demands received by the Company
      for appraisals of Shares as soon as reasonably practicable and (ii) the
      opportunity to participate in and direct all negotiations and proceedings with
      respect to such notices and demands solely to the extent that such negotiations
      pertain only to actions to be taken, or payments to by made by, the Surviving
      Company after the Closing (and in all other cases, the Company shall retain
      the
      right to direct all such negotiations and proceedings). The Company shall not,
      except with the prior written consent of Purchaser or as required by Law, make
      any payment with respect to any demands for appraisal or settle any such
      demands.




**2.11**  **Closing
      of Transfer Books** **.** At the
      Effective Time, the Common Stock transfer books shall be closed and no transfer
      of Common Stock shall thereafter be made. At the Effective Time, by virtue
      of
      the Merger and without any further action on the part of the Stockholders,
      the
      Purchaser, the Company or the Merger Sub, the Outstanding Shares shall be
      cancelled and extinguished, and each certificate or instrument previously
      representing such Outstanding Shares shall represent only the right to receive
      its relevant portion of the consideration pursuant to this Article
      2 .




**2.12**  **Transfer
      Taxes** **.** All
      stamp, transfer, documentary, sales, use, registration and other such taxes,
      levies and fees (including any penalties and interest) incurred in connection
      with this Agreement and the transactions contemplated hereby (collectively,
      the
“ Transfer
      Taxes ”)
      shall
      be paid by Purchaser, and Purchaser shall, at its own expense, procure any
      stock
      transfer stamps required by, and properly file on a timely basis all necessary
      Tax Returns and other documentation with respect to, any Transfer Tax and
      provide to each of the Stockholders upon request evidence of payment of all
      Transfer Taxes. Purchaser hereby agrees to indemnify the Stockholders against
      and hold the Stockholders harmless from any and all Transfer Taxes.




19




**ARTICLE
      3**


**REPRESENTATIONS
      AND WARRANTIES** **OF THE COMPANY**




The
      Company hereby makes the representations and warranties contained in this Article
      3 to
      Purchaser.




**3.1**  **Organization,
      Good Standing and Other Matters; Subsidiaries and Joint
      Ventures** **.**




**(a)**  The
      Company is (a) duly organized, validly existing and in good standing under
      the laws of its jurisdiction of incorporation, organization or formation, and
      (b) has all requisite corporate power and authority to own, lease and
      operate its assets and properties and to carry on its business as now being
      conducted and as presently proposed to be conducted by it, except, where the
      failure to be so duly organized, validly existing and in good standing, or
      to
      have such power and authority, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. Schedule 3.1(a) sets
      forth each jurisdiction in which the Company is qualified as a foreign
      corporation as of the date hereof. The Company is duly qualified as a foreign
      corporation to conduct its business as currently conducted in each jurisdiction
      in which the character or location of the property owned, leased or operated
      by
      it or the nature of its business makes such qualification necessary, except
      where the failure to be so qualified would not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse
      Effect.




**(b)**  The
      Company has no Subsidiaries or equity interest in any Person.




**3.2**  **Capital
      Structure of the Company** **.** The
      authorized capital stock of the Company consists solely of (a) 500,000,000
      shares of Common Stock, of which 123,463,600.21 shares are issued and
      outstanding as of the date hereof, and (b) 7,000,000 shares of Preferred Stock,
      none of which are issued and outstanding as of the date hereof. Schedule 3.2 sets
      forth a list of the names of each Stockholder and the number of shares of Common
      Stock held by each such Stockholder as of the date hereof. All outstanding
      shares of Common Stock are validly issued, fully paid and nonassessable, and
      were not issued in violation of any preemptive or other similar rights. Except
      for the Stock Option Plan and the Option Agreements entered into thereunder
      and
      the Stockholders Agreement, as of the date hereof there are no (x) outstanding
      subscriptions, options, warrants, rights, calls, commitments, conversion rights,
      rights of exchange, plans or other agreements providing for the purchase,
      issuance or sale of any shares of the capital stock of the Company
      (y) outstanding obligations, contingent or otherwise, of the Company to
      repurchase, redeem or otherwise acquire any equity interests of the Company
      or
      (z) to the Company’s Knowledge voting trusts, proxies or other agreements
      among the Company’s stockholders with respect to the voting or transfer of the
      Shares.




**3.3**  **Options** **.** Schedule 3.3 sets
      forth a list, as of the date hereof, of the names of each of the Optionholders
      and each agreement pursuant to which Options were granted by the Company to
      such
      Optionholders (the “ Option
      Agreements ”),
      as
      well as the number of shares of Common Stock issuable upon the exercise of
      the
      Options held by such Optionholder and the applicable per share exercise price
      for such Options.




20




**3.4**  **Authority** **.** The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution, delivery and performance of
      this Agreement by the Company, and the consummation by the Company of the Merger
      and the other transactions contemplated hereby have been duly authorized and
      approved by the Company’s board of directors and, upon the execution of the
      Written Consent, will be adopted by its stockholders, and no other corporate
      or
      stockholder action on the part of the Company or its stockholders is necessary
      to authorize the execution, delivery and performance of this Agreement by the
      Company and the consummation by the Company of the Merger and the other
      transactions contemplated hereby. This Agreement has been duly executed and
      delivered by the Company and, assuming the due execution of this Agreement
      by
      the other parties hereto, constitutes a valid and binding obligation of the
      Company enforceable against it in accordance with its terms, except to the
      extent that such enforceability may be subject to, and limited by, applicable
      bankruptcy, insolvency, reorganization, moratorium, receivership and similar
      laws affecting the enforcement of creditors’ rights generally and general
      equitable principles.




**3.5**  **No
      Conflict; Required Filings and Consents** **.** Except
      (i) as required by the HSR Act, (ii) for the filing of the Certificate
      of Merger with the Secretary of State of the State of Delaware and (iii) as
      set forth on Schedule 3.5 ,
      the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby by the Company:




**(a)**  will
      not
      violate the provisions of Organizational Documents of the Company;




**(b)**  will
      not
      violate any Legal Requirement or Order to which the Company is subject or by
      which its properties or assets are bound;




**(c)**  will
      not
      require the Company to obtain any consent or approval, or give any notice to,
      or
      make any filing with, any Government Authority on or prior to the Closing Date
      (other than under any customer contract between the Company and any Governmental
      Authority);




**(d)**  will
      not
      result in a violation or breach of (with or without due notice or lapse of
      time
      or both), give rise to any right of termination, cancellation or acceleration
      under, or require the consent of any third party to, any Material Contract;
      and




**(e)**  will
      not
      result in the imposition or creation of any Lien upon or with respect to any
      of
      the assets or properties of the Company.




excluding
      from the foregoing clauses (b) through (e) consents, approvals, notices and
      filings the absence of which, and violations, breaches, defaults, rights of
      acceleration, cancellation or termination, and Liens, the existence of which
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect.




21




**3.6**  **Financial
      Statements; Absence of Undisclosed Liabilities;
      Indebtedness** **;
      Independence of Accountants;** **SEC
      Reports and Filings** **.**




**(a)**  The
      Company has delivered to Purchaser: (a) audited balance sheets of the
      Company as of December 31, 2004, December 31, 2005, and
      December 31, 2006, respectively, and the related audited statements of
      income, retained earnings and cash flow for the respective fiscal years then
      ended, together with the notes thereto and the report thereon of
      PricewaterhouseCoopers LLP, independent certified public accountants (the
“ Audited
      Financial Statements ”)
      and
      (b) an unaudited balance sheet (the “ Interim
      Balance Sheet ”)
      of the
      Company at February 28, 2007 and the related unaudited consolidated
      statement of income for the two (2) months then ended (together with the
      financial statements delivered pursuant to Section 7.5(a) ,
      the
“ Interim
      Financial Statements ”
and,
      together with the Audited Financial Statements, the “ Financial
      Statements ”).
      The
      Financial Statements fairly present in all material respects the consolidated
      financial condition, the results of operations and the cash flows of the Company
      at the respective dates and for the respective periods referred to in the
      Financial Statements, in accordance with GAAP subject, in the case of the
      Interim Financial Statements, to normal year-end adjustments and the absence
      of
      notes. The Audited Financial Statements reflect the consistent application
      of
      such accounting principles throughout the periods involved, except as disclosed
      in the notes to such financial statements.




**(b)**  Except
      as
      set forth on Schedule 3.6 , the
      Company 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 Interim Balance Sheet,
      (ii) liabilities and obligations that have been incurred in the Ordinary
      Course of Business since December 31, 2006, (iii) liabilities and
      obligations for fees and expenses incurred in connection with this Agreement
      and
      the transactions contemplated hereby, (iv) liabilities and obligations that
      would not reasonably be expected to have a Material Adverse Effect.




**(c)**  Except
      as
      reflected on the Interim Balance Sheet or as listed on Schedule 3.6 ,
      as of
      the date hereof the Company does not have any obligations of indebtedness for
      borrowed money under any credit agreement, note, bond, debenture or similar
      instrument (excluding performance or customs bonds issued by the Company in
      the
      Ordinary Course of Business) or any obligation to reimburse or repay any bank
      or
      other Person in respect of amounts paid or available to be drawn under a letter
      of credit or banker’s acceptance, other than obligations owing under the Credit
      Agreement.




**(d)**  Schedule 3.6(d) sets
      forth the name and address of each independent accounting firm that has
      performed any non-audit services for any Company during the past five (5) years
      and the type of non-audit services provided to the Company.




**(e)**  The
      Company has filed all forms, reports, statements, certifications and other
      documents (including all exhibits, amendments and supplements thereto) required
      to be filed by it with the SEC pursuant to the Exchange Act or other applicable
      United States federal securities Laws since December 31, 2004 (all such
      forms, reports, statements, certificates and other documents filed since
      December 31, 2004, with any amendments thereto, collectively, the
“ Company
      SEC Reports ”),
      each
      of which, including any financial statements or schedules included therein,
      as
      finally amended prior to the date of this Agreement, complied as to form in
      all
      material respects with the applicable requirements of the Securities Act and
      Exchange Act as of the date filed with the SEC. None of the Company SEC Reports
      when filed with the SEC and, if amended, as of the date of such amendment,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated or incorporated by reference therein or necessary
      in
      order to make the statements therein, in the light of the circumstances under
      which they were made, not misleading.




22




**(f)**  Except
      as
      has not had, and would not reasonably be expected to have, individually or
      in
      the aggregate, a Material Adverse Effect, the management of the Company
      (i) has implemented and maintains disclosure controls and procedures (as
      defined in Rule 13a-15(e) of the Exchange Act) to ensure that material
      information relating to the Company is made known to the chief executive officer
      and the chief financial officer of the Company by others within those entities
      and (ii) has disclosed, based on its most recent evaluation prior to the
      date of this Agreement, to the Company’s outside auditors and the audit
      committee of the Board of Directors of the Company, (x) any significant
      deficiencies and material weaknesses in the design or operation of internal
      controls over financial reporting which are reasonably likely to adversely
      affect the Company’s ability to record, process, summarize and report financial
      information and (y) any fraud, known to the Company, whether or not
      material, that involves management or other employees who have a significant
      role in the Company’s internal controls over financial reporting.




**3.7**  **Absence
      of Certain Changes and Events** **.** Except
      as
      set forth on Schedule 3.7 or as is
      otherwise contemplated by this Agreement, since December 31, 2006 to the
      date of this Agreement, the Company has conducted its business in the Ordinary
      Course of Business and there has not been, as of the date hereof, any Material
      Adverse Effect or any:




**(a)**  change
      in
      the Company’s authorized or issued capital stock; grant of any stock option or
      right to purchase shares of capital stock of the Company; issuance of any
      security convertible into such capital stock; grant of any registration rights;
      purchase, redemption, retirement, or other acquisition by the Company of any
      shares of any such capital stock; or declaration or payment of any dividend
      or
      other distribution or payment in respect of shares of capital stock, other
      than
      in connection with the exercise of Options in accordance with their terms and
      repurchases of shares of Common Stock and Options from Securityholders under
      the
      Stockholders Agreement and any
      Option Agreement **;**




**(b)**  amendment
      to the Organizational Documents of the Company;




**(c)**  except
      as
      required pursuant to the terms of any existing contract, agreement, Plan or
      arrangement, increase in the amount of any bonus, salary or other compensation
      to any Director or Corporate Officer or entry into any employment, severance
      or
      similar agreement with any Director or Corporate Officer;




**(d)**  except
      in
      the Ordinary Course of Business or as required pursuant to the terms of any
      existing contract, agreement, Plan or arrangement, increase in the amount of
      any
      bonus, salary or other compensation to any Corporate Officer or any employee
      having an annual base salary as of the date hereof in excess of $200,000 or
      entry into any employment, severance or similar agreement with any such
      employee;




23




**(e)**  adoption
      of, or increase in the payments to or benefits under, any Plan, except as
      required therein or by Legal Requirement;




**(f)**  material
      damage to or destruction or loss of any material asset or property of the
      Company, whether or not covered by insurance;




**(g)**  termination
      of, or receipt of written notice of termination of any Material Contract (other
      than termination resulting from the expiration of the term of such Material
      Contracts);




**(h)**  acquisition
      of the capital stock of, or any line of business of, any other Person or
      Persons;




**(i)**  sale
      (other than sales of inventory in the Ordinary Course of Business and sales
      or
      other dispositions of equipment deemed surplus, obsolete or no longer necessary
      to the business of the Company), lease or license (other than in the Ordinary
      Course of Business), abandonment or other disposition of any material asset
      or
      property (other than pursuant to the Credit Agreement);




**(j)**  cancellation
      or waiver of any claims or rights with a value to the Company in excess of
      $1 million;




**(k)**  material
      change in the accounting methods used by the Company; or




**(l)**  agreement,
      whether oral or written, by the Company to do any of the foregoing.




**3.8**  **Compliance
      With Laws; Permits** **.** Except
      as
      set forth on Schedule 3.8 ,




**(a)**  To
      the
      Knowledge of the Company, the Company is not in violation of, and
      (ii) since December 31, 2004, the Company has not received any written
      notice of any violations of, any applicable Legal Requirement, except in each
      case for such violations which, individually or in the aggregate, would not
      reasonably be expected to have a Material Adverse Effect.




**(b)**  To
      the
      Knowledge of the Company, the Company has obtained or applied for all
      Governmental Authorizations necessary for the ownership of its properties and
      the conduct of its business as currently conducted and the Company is in
      compliance in all respects with the terms and conditions of such Governmental
      Authorizations, except where the failure to possess, or to be in compliance
      with
      the terms of, such Governmental Authorizations would not, individually or in
      the
      aggregate, reasonably be expected to have a Material Adverse Effect. Further,
      to
      the Knowledge of the Company, the Company’s material Governmental Authorizations
      are in full force and effect.




24




**3.9**  **Litigation;
      Orders** **.**




**(a)**  Except
      as
      set forth on Schedule 3.9 ,
      as of
      the date hereof, there is no Proceeding pending or, to the Knowledge of the
      Company, threatened against the Company seeking to enjoin, challenge or prevent
      the transactions contemplated hereby. Except as set forth on Schedule 3.9 ,
      for
      workers’ compensation claims in the Ordinary Course of Business, and as would
      not reasonably be expected to have a Material Adverse Effect, (i) there is
      no Proceeding pending or, to the Company’s Knowledge, threatened in writing
      against the Company or involving any of its properties or assets and
      (ii) to the Company’s Knowledge, there is no Proceeding pending or
      threatened in writing against any of the Company’s directors, officers in their
      capacity as such or any of the Company’s Securityholders in their capacities as
      such (but, as to any such director, officer or owner, only a Proceeding
      involving or in connection with the Company or its business).




**(b)**  Except
      as
      set forth on Schedule 3.9 , the
      Company is not (i) in default under or in breach of any Order or
      (ii) a party or subject to any Order, except, in each case, where such
      default or breach, or such Order, would not have a Material Adverse
      Effect.




**3.10**  **Insurance** **.**  Schedule 3.10 sets
      forth an accurate list of all policies of fire, product liability, general
      liability, workers’ compensation, property, casualty and other forms of
      insurance maintained by the Company as of the date hereof with respect to its
      business, assets and properties (the “ Insurance
      Policies ”).
      As of
      the date hereof, all of such Insurance Policies are in full force and effect,
      and the Company has not received written notification of the cancellation of
      any
      such Insurance Policy. All premiums due on such Insurance Policies have been
      paid in a timely manner in all material respects and the Company has complied
      in
      all material respects with the terms and provisions of such Insurance
      Policies.




**3.11**  **Owned
      Real Property** **.**  Schedule 3.11 sets
      forth a list of all real property owned in fee by the Company as of the date
      hereof (the “ Owned
      Real Property ”).
      Except
      as set forth on Schedule 3.11 ,
      the
      Company has good and marketable fee simple title in and to the Owned Real
      Property, free and clear of all Liens other than Permitted Liens which are
      not
      violated in any material respect by the current use or occupancy of such Real
      Property or the operation of the business of the Company conducted thereon.
      Except as set forth on Schedule 3.11 ,
      the
      Company has not (a) leased or otherwise granted to any Person the right to
      use or occupy such Owned Real Property or any portion thereof; and
      (b) other than the right of Purchaser pursuant to this Agreement, there are
      no outstanding options, rights of first offer or rights of first refusal to
      purchase such Owned Real Property or any portion thereof or interest therein.
      The current use of the Owned Real Property by the Company does not violate
      in
      any material respect any restrictive covenants of record affecting any of the
      Owned Real Property. The Company is not a party to any agreement or option
      to
      purchase any real property or interest therein, except as provided in Schedule 3.11 .




**3.12**  **Leased
      Real Property** **.** Schedule
      3.12 sets
      forth the address of each Leased Real Property and a true and complete list
      of
      all Material Leases (including all amendments, and the date and name of the
      parties thereto). The Company has made available to Purchaser a true and
      complete copy of each Material Lease document. Except as set forth in Schedule
      3.12 ,
      with
      respect to each of the Material Leases: (i) the Company’s possession and quiet
      enjoyment of the Leased Real Property under such Material Lease has not been
      disturbed in any material respect, and to the Company’s Knowledge, there are no
      disputes with respect to such Material Lease; (ii) the Company does not owe,
      or
      will owe in the future, any brokerage commissions or finder’s fees with respect
      to such Material Lease; (iii) the other party to such Material Lease is not
      an
      Affiliate of, and otherwise does not have any equity interest in, the Company;
      (iv) the Company has not subleased, licensed or otherwise granted any Person
      the
      right to use or occupy such Leased Real Property or any portion thereof; and
      (v)
      there are no Liens on the estate or interest created by such Material Lease,
      except for Permitted Liens.




25




**3.13**  **Tangible
      Property** **.** The
      Company has good title to, or holds pursuant to valid and binding leases, all
      items of the tangible properties and assets of the Company (excluding Real
      Property) that are material to the conduct of the business of the Company,
      in
      each case, free and clear of all Liens, other than Permitted Liens. Except
      as
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, the tangible properties and assets of the Company
      (i) have been maintained substantially in accordance with industry
      practice, (ii) are in good operating condition and repair (subject to
      normal wear and tear), and (iii) are sufficient for the operation of the
      business of the Company in substantially the same manner as currently
      conducted.




**3.14**  **Environmental
      Matters** **.** Except as
      set forth on Schedule 3.14 :




**(a)**  The
      Company and its properties and assets are and have been in compliance with
      applicable Environmental Laws, including obtaining or applying for all
      Governmental Authorizations required under the Environmental Laws in connection
      with its operations except where the failure to comply would not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect;




**(b)**  no
      Proceedings or Orders are pending against the Company under Environmental Laws
      in connection with the Company’s operations which would reasonably be expected
      to have a Material Adverse Effect;




**(c)**  to
      the
      Knowledge of the Company, none of the Company, any Affiliate of the Company,
      or
      any predecessor for which the Company would be liable has treated, stored,
      disposed of, arranged for or permitted the disposal of, transported, handled,
      exposed any Person to, or released any Hazardous Substances at any location,
      including without limitation properties which it owns or operates, and no such
      location is contaminated by any Hazardous Substance, as would reasonably be
      expected to result in a Material Adverse Effect;




**(d)**  the
      Company does not own or operate any of the following at any property or facility
      owned or operated by Company: (1) groundwater monitoring wells;
      (2) underground storage tanks; (3) equipment containing
      polychlorinated biphenyls; or (4) landfills or other surface impoundments
      for solid waste disposal;




**(e)**  to
      the
      Knowledge of the Company, none of the Company, any Affiliate of the Company,
      or
      any predecessor for which the Company would be liable has, either expressly
      or
      by operation of law, assumed or undertaken any material liability of any other
      Person relating to Environmental Laws;




26




**(f)**  to
      the
      Knowledge of the Company, none of the Company, any Affiliate of the Company,
      or
      any predecessor for which the Company would be liable has any liabilities under
      Environmental Laws with respect to the presence or alleged presence of asbestos,
      silica or other Hazardous Substances in any product or item or in or upon any
      property or facility, including any property or facility owned or operated
      by
      the Company or any Affiliate of the Company, except costs and liabilities
      necessary to comply with Environmental Laws in the Ordinary Course of Business
      and for liabilities which would not reasonably be expected to have a Material
      Adverse Effect; and




**(g)**  the
      Company has provided to Purchaser copies of all material environmental reports,
      audits, assessments, and investigations, and any other material environmental
      documents, related to the Company, any Affiliate of the Company or any
      predecessor for which the Company would be liable, or any of their respective
      facilities, properties or operations, to the extent the foregoing are in the
      possession, custody, or control of the Company.




**3.15**  **Taxes** **.** Except
      as
      provided on Schedule 3.15 :




**(a)**  (i) all
      material Tax Returns of or with respect to any Tax which are required to be
      filed by or with respect to the Company on or before the Closing Date have
      been
      or will be timely filed; (ii) all such Tax Returns are correct and complete
      in all material respects; (iii) all material Taxes of the Company which are
      (or were) due on or before the Closing Date have been or will be timely paid
      in
      full (“ Covered
      Taxes ”);
      and
      (iv) all withholding Tax requirements imposed on or with respect to the
      Company have been satisfied in full in all material respects and no penalty,
      interest or other charge is or will become due with respect to the late filing
      of any such Tax Return or late payment of any such Tax;




**(b)**  as
      of the
      date hereof, there is not in force (i) any extension of time with respect to
      the
      due date for the filing of any Tax Return of the Company other than in the
      Ordinary Course of Business or (ii) any waiver or agreement for any extension
      of
      time for the assessment of payment of any Tax due with respect to the period
      covered by any such Tax Return;




**(c)**  there
      is
      no material claim against the Company for any Taxes, and no material assessment,
      deficiency or adjustment has been asserted or proposed with respect to the
      Company Tax Return;




**(d)**  there
      is
      no existing Tax sharing, indemnity or similar agreement that may or will require
      that any payment be made by the Company on or after the Closing Date;




**(e)**  no
      Liens
      for Taxes exist with respect to any assets or properties of the Company other
      than Permitted Liens, and there are no Covered Taxes asserted by any Tax
      authority to be due that have not been paid;




**(f)**  the
      Company is not a party to any agreement, contract, arrangement or plan that
      has
      resulted or would result, separately or in the aggregate, in the payment of
      any
“excess parachute payment” within the meaning of Code §280G (or any
      corresponding provision of state, local, or foreign Tax Law);




27




**(g)**  the
      Company has not been a United States real property holding corporation within
      the meaning of Code §897(c)(2) during the applicable period specified in Code
§897(c)(1)(A)(ii);




**(h)**  the
      Company has never been a member of an affiliated group filing a consolidated
      federal Income Tax Return of which it is not the parent and has no liability
      for
      the Taxes of any Person other than its subsidiaries included in such group
      under
      Treasury Regulation §1.1502-6 (or any similar provision of state, local, or
      foreign law), as a transferee or successor, by contract, or
      otherwise;




**(i)**  the
      unpaid
      Taxes of the Company (A) did not, as of the Balance Sheet Date, materially
      exceed the reserve for Tax liability (rather than any reserve for deferred
      Taxes
      established to reflect timing differences between book and Tax income) set
      forth
      on the face of the Interim Balance Sheet (rather than in any notes thereto)
      and
      (B) will not materially exceed that reserve as adjusted for operations and
      transactions through the Closing Date in accordance with the past custom and
      practice of the Company in filing its Tax Returns;




**(j)**  the
      Company will not be required to include any item of income in, or exclude any
      item of deduction from, taxable income for any taxable period (or portion
      thereof) ending after the Closing Date as a result of any: (A) change in
      method of accounting for a taxable period ending on or prior to the Closing
      Date; (B) “closing agreement” as described in Code §7121 (or any
      corresponding or similar provision of state, local or foreign income Tax law)
      executed on or prior to the Closing Date; (C) installment sale or open
      transaction disposition made on or prior to the Closing Date other than in
      the
      Ordinary Course of Business or (D) prepaid amount received on or prior to
      the Closing Date; and




**(k)**  the
      Company has not distributed stock of another Person, nor had its stock
      distributed by another Person, in a transaction that was purported or intended
      to be governed in whole or in part by Code §355 or Code §361.




**3.16**  **Material
      Contracts** **.**  Schedule 3.16 sets
      forth all Material Contracts to which the Company is a party as of the date
      hereof. Except as set forth on Schedule 3.16 ,
      (a) the
      Company is not in default in any material respect under any such Material
      Contract, (b) each such Material Contract is a legal, valid and binding
      obligation of the Company and is in full force and effect (except to the extent
      subject to, and limited by, applicable bankruptcy, insolvency, reorganization,
      moratorium, receivership and similar laws affecting the enforcement of
      creditors’ rights generally and general equitable principles), (c) the
      consummation of the transactions contemplated hereby does not require any
      consents or approvals of, filings with, or notices to, any party to such
      Material Contracts, (d) each other party to such Material Contracts has
      performed in all material respects all material obligations required to be
      performed by it and is not in material default under or in material breach
      of,
      nor in receipt of any claim of material default or breach under, any such
      Material Contract and (e) there has not occurred any event or events that,
      with the lapse of time or the giving of notice or both, would constitute a
      material default by the Company, under any such Material Contract. Copies of
      each of the Material Contracts listed on Schedule 3.16 ,
      together
      with the amendments thereto have been made available to Purchaser.




28




**3.17**  **Employees** **.**  The
      Company has made available to Purchaser a true and complete list of the names,
      titles and current salaries of all the Corporate Officers as of the date hereof.
      Except as set forth on Schedule 3.17 ,
      since
      December 31, 2006, until the date hereof, no Corporate Officer or employee
      having an annual base salary as of the date hereof in excess of $200,000 has
      given written notice to the Company to cancel or otherwise terminate such
      employee’s relationship with the Company.




**3.18**  **Labor
      Matters** **.** Except
      as
      disclosed on Schedule 3.18 ,
      as of
      the date hereof:




**(a)**  the
      Company is not a party to any collective bargaining agreement, contract or
      other
      agreement with a labor union or labor organization;




**(b)**  there
      is
      no strike, work stoppage or other material labor dispute involving the Company
      pending or threatened in writing;




**(c)**  no
      material Proceeding by or before any Governmental Authority brought by or on
      behalf of any employee, former employee, labor organization or other
      representative of the employees of the Company is pending, or to the Knowledge
      of the Company, threatened in writing against the Company (other than ordinary
      workers’ compensation claims) which, if resolved adversely, would have a
      Material Adverse Effect;




**(d)**  to
      the
      Company’s Knowledge, no union organization campaign is in progress with respect
      to any of the Company’s employees, and no questions concerning representation
      exist respecting such employees;




**(e)**  the
      Company is not a party to any Order relating to employees or employment
      practices;




**(f)**  since
      December 31, 2004, the Company has not engaged in any plant closing or
      employee layoff activities that would violate or give rise to an obligation
      to
      provide any notice required pursuant to the Worker Adjustment Retraining and
      Notification Act of 1988, as amended; and




**(g)**  the
      Company is not materially delinquent in payments to any employees of the Company
      for any wages, salaries, commissions, bonuses or other forms of compensation
      for
      services rendered by them to date.




**3.19**  **Customers;
      Suppliers** **.**  Schedule 3.19 sets
      forth a list, with respect to the fiscal year ended December 31, 2006, of
      (a) each of the ten (10) largest customers of the Company by percentage of
      total net sales and (b) each of the ten (10) largest suppliers of the
      Company by percentage of total purchases of goods and services by the Company.
      Since December 31, 2006 until the date hereof, except as set forth on Schedule 3.19 ,
      the
      Company has not received any written notice of the intention of any of the
      customers and suppliers listed on Schedule 3.19 to
      (w) cease doing business or reduce in any material respect the business
      transacted with the Company, (x) terminate any contract with the Company
      which the Company believes is bona-fide, (y) materially increase prices
      charged to the Company or (z) materially reduce incentives or discounts
      provided to the Company.




29




**3.20**  **ERISA
      Compliance** **.**




**(a)**  Schedule 3.20(a) sets
      forth a complete and correct list of each Plan. Except as set forth on Schedule 3.20(a) ,
      none of
      the Plans is a “multiemployer plan,” as defined in Section 3(37) of ERISA
      (a “ Multiemployer
      Plan ”),
      or is
      subject to Section 412 of the Code or Title IV of ERISA (the
“ Company
      Pension Plans ”).
      Except
      as set forth on Schedule 3.20(a) ,
      the
      Company does not have any agreement or commitment to create any additional
      Plan
      or to modify or change any existing Plan.




**(b)**  With
      respect to each Plan, the Company has heretofore delivered or caused to be
      delivered to Purchaser true, correct and complete copies of (i) all
      documents which comprise the most current version of each such Plan, and
      (ii) with respect to each Plan that is an “employee benefit plan,” as
      defined in Section 3(3) of ERISA, (A) the most recent Annual Report
      (Form 5500 Series) and accompanying schedules for each Plan for which such
      a report is required, (B) the most current summary plan description (and
      any summary of material modifications thereto), (C) the most recent
      certified financial statements for each of the Plans for which such a statement
      is required or was prepared and (D) for each Plan intended to be
“qualified” within the meaning of Section 401(a) of the Code, the most
      recent IRS determination letter or opinion issued with respect to such Plan.
      Except as set forth on Schedule 3.20(b) ,
      since
      the date of the documents delivered, there has not been any material change
      in
      the assets or liabilities of any of the Plans or any change in their terms
      and
      operations which could reasonably be expected to affect or alter the tax status
      or materially affect the cost of maintaining such Plan. Each of the Plans can
      be
      amended, modified or terminated by the Company, without payment of any material
      additional compensation or amount.




**(c)**  The
      Company has performed and complied in all material respects with all of its
      obligations under and with respect to the Plans, including without limitation
      the full and timely payment of all contributions and premium payments due for
      all time periods ending on or prior to the Closing Date, and each of the Plans
      has, at all times, in form, operation and administration complied in all
      material respects with its terms, and, where applicable, the requirements of
      the
      Code and ERISA and other applicable Legal Requirements. Each Plan that is
      intended to be “qualified” within the meaning of Section 401(a) of the Code
      has been determined by the IRS to be so qualified, and to the Company’s
      Knowledge, nothing has occurred which could be expected to affect adversely
      the
      qualification of any Plan.




**(d)**  Except
      as
      set forth on Schedule 3.20(d) ,
      with
      respect to each Company Pension Plan: (i)  the Company has not withdrawn
      from such Company Pension Plan during a plan year in which it was a “substantial
      employer,” as defined in Section 4001(a)(2) of ERISA, where such withdrawal
      could result in liability of such substantial employer pursuant to
      Section 4062(e) or 4063 of ERISA, (ii) the Company has not filed a
      notice of intent to terminate any such Company Pension Plan or adopted any
      amendment to treat any such Company Pension Plan as terminated, (iii) the
      Pension Benefit Guaranty Corporation (“ PBGC ”)
      has not
      instituted proceedings to terminate any such Company Pension Plan, and, to
      the
      Company’s Knowledge, no event or condition has occurred which might constitute
      grounds under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any such Company Pension Plan,
      (iv) all required premium payments to the PBGC have been paid when due,
      (v) no accumulated funding deficiency exists and there has been no
      application for or waiver of the minimum funding standards imposed by
      Section 302 of ERISA and Section 412 of the Code, (vi) no
      reportable event, as described in Section 4043 of ERISA, or an event
      described in Section 4062(e) of ERISA has occurred and no Company Pension
      Plan has been completely or partially terminated, (vii) no excise Taxes are
      payable under the Code, and (viii) no amendment with respect to which
      security is required under Section 307 of ERISA or Section 401(a)(29)
      of the Code has been made. The Company has not incurred any liability or taken
      any action, and, to the Company’s Knowledge, no action or event has occurred or
      could reasonably be expected to occur that could cause it to incur any liability
      under Section 412 of the Code or Title IV of ERISA with respect to any
“single-employer plan” (as defined in Section 4001(a)(15) of ERISA) of an
      ERISA Affiliate that is not a Company Pension Plan. The Company does not have
      any current or potential liability or obligation under Section 4064 or
      Section 4069 of ERISA or under or with respect to any Multiemployer Plan.
      The Company does not have any current or potential liability or obligation
      by
      reason of being treated as a single employer under Section 414 of the Code
      with any other Person.




30




**(e)**  All
      Plans
      that are group health plans have been operated in compliance in all material
      respects and the Company, its Subsidiaries and the ERISA Affiliates have
      complied and are in compliance with the requirements of Section 4980B of
      the Code (and any predecessor provisions) and Part 6 of Subtitle B of
      Title I of ERISA and any similar state Legal Requirement (“ COBRA ”),
      and
      the provisions of ERISA and the Code enacted by the Health Insurance Portability
      and Accountability Act of 1996 (“ HIPAA ”).
      Except
      as set forth on Schedule 3.20(e) ,
      the
      Company has no obligation to provide, or liability with respect to post
      termination, health benefits or other non-pension benefits for retired or other
      former employees, or for any other Person except as specifically required by
      COBRA.




**(f)**  Neither
      the Company nor, to the Company’s Knowledge, any other “disqualified person” or
“party in interest,” as defined in Section 4975 of the Code and
      Section 3(14) of ERISA, respectively, has engaged in any “prohibited
      transaction,” as defined in Section 4975 of the Code or Section 406 of
      ERISA, with respect to any Plan, nor have there been any fiduciary violations
      under ERISA which, in either case, could subject the Company (or any officer,
      Director or employee thereof) to any material penalty or Tax.




**(g)**  Except
      as
      set forth on Schedule 3.20(g) ,
      with
      respect to any Plan: (i) no filing, application or other matter is pending
      with the IRS, the PBGC, the United States Department of Labor, or any other
      Governmental Authority, (ii) there is no claim or Proceeding pending (nor,
      to the Knowledge of the Company, any basis for such a claim or Proceeding),
      other than routine claims for benefits, and (iii) there are no outstanding
      liabilities for Taxes or penalties.




**(h)**  The
      Company does not maintain or contribute to any compensation or benefit plan
      under the Legal Requirements or applicable custom or rule of any jurisdiction
      outside the United States.




**(i)**  Except
      as
      set forth on Schedule 3.20(i) ,
      neither
      the execution and delivery of this Agreement nor the consummation of any or
      all
      of the contemplated transactions will: (i) entitle any Person to severance
      pay, unemployment compensation or any similar payment, (ii) accelerate the
      time of payment or vesting or increase the amount of any compensation due to
      any
      Person other than pursuant to the terms of any Options, or (iii) directly
      or indirectly result in any payment made or to be made to or on behalf of any
      Person to constitute a “parachute payment” within the meaning of
      Section 280G of the Code.




31




**(j)**  All
      of the
      nonqualified deferred compensation plans (within the meaning of
      Section 409A of the Code) of the Company have been operated in good faith
      compliance with Section 409A of the Code.




**3.21**  **Intellectual
      Property** **.**




**(a)**  Except
      as
      set forth on Schedule 3.21(a) or as
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, (i) the Company owns, or is licensed or otherwise
      has a valid and enforceable (except to the extent subject to, and limited by,
      applicable bankruptcy, insolvency, reorganization, moratorium, receivership
      and
      similar laws affecting the enforcement of creditors’ rights generally and
      general equitable principles) right to use, all United States and foreign issued
      patents, patent rights, patent applications, registered or unregistered
      trademarks, trademark applications, registered or unregistered service marks,
      service mark applications, trade names, Internet domain names, copyrights and
      other works of authorship, inventions, processes, techniques, methods, software
      (including data, databases and documentation), trade secrets, know how and
      other
      intellectual property or proprietary rights (the “ Intellectual
      Property ”)
      currently used by the Company in its business or necessary for the conduct
      by
      the Company of its business in substantially the same manner as currently
      conducted (the “ Company
      Intellectual Property ”),
      (ii) to the Knowledge of the Company, the Company exclusively owns all
      right, title and interest in and to all Company Intellectual Property created
      by
      any present or former employee or contractor of the Company in the course of
      his
      or her employment or other relationship with the Company, free of any
      restrictions on the use or ownership of such Intellectual Property and
      (iii) the Company takes or has taken commercially reasonable actions to
      maintain, protect and enforce the material Company Intellectual Property owned
      by it.




**(b)**  Except
      as
      set forth on Schedule 3.21(b) or as
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, (i) to the Knowledge of the Company, the use of
      any Company Intellectual Property by the Company and the conduct by the Company
      of its business does not interfere with, infringe upon, misappropriate or
      otherwise come into conflict with the Intellectual Property of any other Person,
      (ii) no claims are pending, have been brought in the past three (3) years
      or in writing to the Knowledge of the Company, are threatened in writing against
      the Company contesting the validity, enforceability, use or ownership by the
      Company of any Company Intellectual Property, (iii) to the Knowledge of the
      Company, no other Person is interfering with, infringing upon, misappropriating
      or otherwise coming into conflict with any Company Intellectual Property and
      (iv) the Company Intellectual Property is not subject to any outstanding
      Order to which the Company is subject or settlement to which the Company is
      party.




**(c)**  Schedule (c) sets
      forth, with respect to the Company Intellectual Property owned by the Company,
      a
      complete and accurate list of all issuances, registrations and applications
      for
      registration of material Company Intellectual Property (including Internet
      domain names).




32




**(d)**  To
      the
      Knowledge of the Company, the computer systems, including the software,
      firmware, hardware, networks, interfaces, and related systems owned or used
      by
      the Company in the conduct of its business (the “ Company
      Systems ”)
      are
      sufficient for the conduct of the Company’s business in substantially the same
      manner as currently conducted. In the last twelve (12) months, the Company
      Systems have not experienced any disruption, interruption or outage that
      subjected the Company to any material damage or penalty.




**3.22**  **Broker’s
      Commissions** **.** Except
      as
      set forth on Schedule 3.22 ,
      the
      Company has not, directly or indirectly, entered into any agreement with any
      Person that would obligate the Company thereof to pay any commission, brokerage
      fee or “finder’s fee” in connection with the transactions contemplated
      herein.




**3.23**  **Certain
      Transactions** **.** Except
      as
      set forth on Schedule 3.23 ,
      except
      for compensation and the reimbursement of expenses incurred in the Ordinary
      Course of Business and except for confidentiality, non-disclosure and/or secrecy
      agreements, there are no, and during the last two (2) years there have not
      been,
      material transactions or series of related transactions or contracts, nor are
      there any proposed material transactions or series of related transactions,
      between the Company, on the one hand, and any current or former director,
      officer, partner, employee or Affiliate of the Company or any Person who
      beneficially owns 5% or more of the outstanding Common Stock (or any such
      Person’s immediate family members or Affiliates), on the other hand, that have
      not been disclosed in the Company SEC Reports filed to the date hereof and
      either (a) were required to have been disclosed in such reports under
      Item 404 of Regulation S-K or (b) if proposed or occurring after
      December 31, 2006, would be required to be disclosed by the Company under
      Item 404 of Regulation S-K in its 2007 Annual Report on Form
      10-K.




**3.24**  **Product
      Warranty and Product Liability** .
      Except
      as set forth on Schedule 3.24 ,
      to the
      Company’s Knowledge, there is no Proceeding pending or threatened by any
      Governmental Authority in writing relating to any product sold, serviced,
      maintained or rented by the Company (each, a “ Product ”)
      which
      would reasonably be expected to result in any liability to the Company that
      would have a Material Adverse Effect. Except as set forth on Schedule 3.24 ,
      to the
      Company’s Knowledge, there has not been and is not under consideration by any
      Product manufacturer, any Product recall or post-sale warning concerning any
      Product currently rented or intended to be rented by the Company; provided , however ,
      for
      purposes of this Section 3.24 ,
      a
“recall” shall not include an Product upgrade.




**3.25**  **Unlawful
      Benefits** *.* Except as
      set forth on Schedule 3.25 ,
      since
      October 17, 2003, to the Company’s Knowledge, neither the Company nor any
      Affiliate of the Company, in connection with the conduct of the business of
      the
      Company, directly or indirectly, has given, or has agreed to give, any
      significant gift or similar benefit to any supplier or customer of the Company
      under circumstances that involve a violation of any applicable Law which was
      then in effect and which would reasonably be expected to subject the Company
      to
      any material damage or penalty.




33




**ARTICLE
      4**


**REPRESENTATIONS
      AND WARRANTIES OF PURCHASER AND MERGER SUB**




Purchaser
      hereby makes the representations and warranties contained in thisArticle
      4to the
      Company.




**4.1**  **Organization,
      Good Standing and Other Matters** **.** Each of
      Purchaser and Merger Sub is duly organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation, organization
      or
      formation, and has all requisite power and authority to own, lease and operate
      its assets and properties and to carry on its business as now being conducted
      and as presently proposed to be conducted by it. Each of Purchaser and Merger
      Sub is duly qualified or licensed to conduct its business as currently conducted
      and, to the extent applicable, is in good standing, in each jurisdiction in
      which the character or location of the property owned, leased or operated by
      it
      or the nature of its business makes such qualification necessary, except where
      the failure to be so qualified or licensed would not, individually or in the
      aggregate, reasonably be expected to have a material adverse effect on its
      respective businesses, financial condition or results of
      operations.




**4.2**  **Authority** **.** Each of
      Purchaser and Merger Sub has all requisite corporate power and authority to
      execute and deliver this Agreement, to perform its obligations hereunder and
      to
      consummate the transactions contemplated hereby. The execution, delivery and
      performance of this Agreement by each of Purchaser and Merger Sub, and the
      consummation of the Merger and the other transactions contemplated hereby,
      have
      been duly authorized and approved by its board of directors (or equivalent
      governing body) and in the case of Merger Sub, by its sole stockholder, and
      no
      other action on the part of either Purchaser or Merger Sub or their respective
      stockholders are necessary to authorize the execution, delivery and performance
      of this Agreement by each of Purchaser and Merger Sub and the consummation
      of
      the Merger and the other transactions contemplated hereby. This Agreement has
      been duly executed and delivered by each of Purchaser and Merger Sub and,
      assuming the due execution of this Agreement by the other parties hereto,
      constitutes a valid and binding obligation of each of Purchaser and Merger
      Sub,
      enforceable against each of them in accordance with its terms, except to the
      extent that such enforceability may be subject to, and limited by, applicable
      bankruptcy, insolvency, reorganization, moratorium, receivership and similar
      laws affecting the enforcement of creditors’ rights generally and general
      equitable principles.




**4.3**  **No
      Conflict: Required Filings and Consents** **.** Except
      (i) as required by the HSR Act (ii) for the filing of the Certificate
      of Merger with the Secretary of State of Delaware, and (iii) as described
      on Schedule 4.3 ,
      the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby by each of Purchaser and Merger
      Sub:




**(a)**  will
      not
      violate the provisions of its Organizational Documents;




**(b)**  will
      not
      violate any Legal Requirement or Order to which it is subject or by which any
      of
      its properties or assets are bound;




**(c)**  will
      not
      require it to obtain any consent or approval, or give any notice to, or make
      any
      filing with, any Government Authority on or prior to the Closing
      Date;




34




**(d)**  will
      not
      result in a material violation or breach of (with or without due notice or
      lapse
      of time or both), give rise to any right of termination, cancellation or
      acceleration under, or require the consent of any third party to, any material
      contract to which it is a party; and




**(e)**  will
      not
      result in the imposition or creation of any Lien upon or with respect to any
      of
      its assets or properties.




excluding
      from the foregoing clauses (b) through (e) consents, approvals, notices and
      filings the absence of which, and violations, breaches, defaults, rights of
      acceleration, cancellation or termination, and Liens, the existence of which
      would not, individually or in the aggregate, reasonably be expected to
      (i) have a material adverse effect on the ability of Purchaser or Merger
      Sub to perform its obligations under this Agreement or (ii) otherwise
      prevent, hinder or delay the consummation of the transactions contemplated
      by
      this Agreement.




**4.4**  **Financial
      Ability** **.** Purchaser
      has received a commitment letter (the “ Debt
      Commitment Letter ”)
      enabling Purchaser, subject to the terms and conditions thereof, to obtain
      financing for the transactions contemplated by this Agreement that, together
      with the equity contemplated to be provided by Bear Stearns Merchant Banking
      Partners III, L.P. or its affiliates to Purchaser pursuant to the equity
      commitment letter (the “ Equity
      Commitment Letter ”),
      is
      sufficient to fund the Merger Consideration and all fees and expenses of
      Purchaser in connection with the transactions contemplated hereby. True and
      correct, fully-executed copies of the Debt Commitment Letter and the Equity
      Commitment Letter have been provided to the Company. A true and correct,
      fully-executed copy of the Debt Commitment Letter is attached as Exhibit C hereto.
      As of the date hereof, Purchaser is not aware of any facts or circumstances
      that
      create a reasonable basis for Purchaser to believe that the lender(s) under
      the
      Debt Commitment Letter would not be able to fund the transactions contemplated
      by this Agreement in accordance with the terms thereof. As of the date hereof,
      each of the Debt Commitment Letter and the Equity Commitment Letter is valid
      and
      in full force and effect and has not been amended, modified, withdrawn,
      terminated or replaced.




**4.5**  **Investment
      Intent** **.** Purchaser
      is acquiring the Outstanding Shares as part of the Merger in good faith solely
      for its own account with the present intention of holding such shares for
      purposes of investment, and Purchaser is not acquiring such shares with a view
      to or for the public distribution thereof, in whole or in part, or as an
      underwriter or conduit to subsequent purchasers in violation of federal or
      state
      securities laws. Purchaser does not have any reason to anticipate any change
      in
      circumstances, or other particular occasion or event, which would cause
      Purchaser to attempt to sell, transfer or otherwise dispose of such shares
      in
      violation of federal or state securities laws.




**4.6**  **Brokers’
      Commissions** **.** Except as
      set forth on Schedule 4.6 ,
      none of
      Purchaser or its Affiliates have, directly or indirectly, entered into any
      agreement with any Person that would obligate the Company to pay any commission,
      brokerage fee or “finder’s fee” in connection with the transactions contemplated
      by this Agreement.




**4.7**  **Activities
      of Merger Sub** **.** Merger
      Sub was formed solely for the purpose of engaging in the transactions
      contemplated by this Agreement and has not engaged in any business activities
      or
      conducted any operations other than in connection with the transactions
      contemplated hereby.




35




**ARTICLE
      5**


**COVENANTS
      OF THE COMPANY**




**5.1**  **Conduct
      of Business** **.**




**(a)**  Except
      as
      otherwise expressly contemplated herein, from the date hereof through the
      Closing Date, the Company shall carry on its business in all material respects
      in the Ordinary Course of Business, and the Company shall use its commercially
      reasonable best efforts to keep available the services of its present employees,
      and preserve the goodwill, reputation and present relationships of the Company
      with suppliers, customers and others having significant business relationships
      with the Company and keep its businesses and properties substantially intact,
      including its present operations, facilities and other working conditions.
      Without limiting the generality of the foregoing, the Company shall (i) make
      capital expenditures in the Ordinary Course of Business and (ii) manage its
      working capital (including with respect to its accounts receivables and account
      payables) in the Ordinary Course of Business.




**(b)**  From
      and
      after the date hereof through the Closing, except as may be first approved
      by
      Purchaser (which approval will not be unreasonably withheld or delayed) or
      as is
      otherwise permitted, contemplated or required by this Agreement or by applicable
      Legal Requirements, or as set forth on Schedule 5.1 ,
      the
      Company shall not:




(i)  amend
      its
      Organizational Documents;




(ii)  reclassify,
      combine, split, subdivide or amend the terms of any of its capital stock or
      issue or authorize the issuance of any other securities in respect of, in lieu
      of, or in substitution for, shares of its capital stock;




(iii)  except
      as
      required pursuant to the terms of any existing contract, agreement, Plan or
      arrangement, increase the amount of any bonus, salary or other compensation
      to
      any Director or Corporate Officer or enter into any employment, severance or
      similar agreement with any Director or Corporate Officer;




(iv)  except
      in
      the Ordinary Course of Business or as required pursuant to the terms of any
      existing contract, agreement, Plan or arrangement, increase the amount of any
      bonus, salary or other compensation to any employee, other than a Corporate
      Officer, or enter into any employment, severance or similar agreement with
      any
      employee, other than a Corporate Officer;




(v)  enter
      into
      any contract or commitment requiring payments by the Company in excess of $1
      million, except contracts and commitments (A) entered into in the Ordinary
      Course of Business (including any roll-overs of any existing contracts or
      commitments with customers) or (B) under which the Company will have no
      liability following the Closing;




(vi)  (i)
      issue,
      sell, purchase, redeem, retire or grant registration rights with respect to
      any
      shares of its capital stock (other than by the Company (A) in connection
      with the exercise of Options in accordance with their terms and (B) with
      respect to repurchases of shares of Common Stock and Options from
      Securityholders under the Stockholders Agreement or any Option Agreement) or
      any
      other securities, including any securities convertible into, or options,
      warrants or rights to purchase or subscribe for, its capital stock or other
      securities or (ii) enter into any arrangement or contract with respect to
      the issuance, sale, purchase or redemption of any shares of its capital stock
      or
      other securities;




36




(vii)  create
      any
      new Subsidiary;




(viii)  adopt
      or
      increase the payments to or benefits under, any Plan except in accordance with
      such Plan;




(ix)  acquire
      the capital stock of, or any line of business of, any other Person or
      Persons;




(x)  sell
      (other than sales of inventory in the Ordinary Course of Business and sales
      or
      other dispositions of equipment deemed surplus, obsolete or no longer necessary
      to the business of the Company), lease (other than in the Ordinary Course of
      Business), license, abandon or otherwise dispose of any material asset or
      property of the Company;




(xi)  change
      its
      present accounting methods or principles in any material respect, except as
      required by GAAP;




(xii)  make
      or
      change any tax election, change an annual accounting period, adopt or change
      any
      tax accounting method, file any amended Tax Return, enter into any closing
      agreement, settle any Tax claim or assessment relating to the Company, surrender
      any right to claim a refund of Taxes, consent to any extension or waiver of
      the
      limitation period applicable to any Tax claim or assessment relating to the
      Company, or take any other similar action relating to the filing of any Tax
      Return or the payment of any Tax, if such election, adoption, change, amendment,
      agreement, settlement, surrender, consent or other action would have the effect
      of increasing the Tax liability of the Company for any period ending after
      the
      Closing Date or decreasing any Tax attribute of the Company existing on the
      Closing Date;




(xiii)  incur
      any
      indebtedness or capital leases, other than under the Credit Agreement, under
      performance, customs bonds issued by the Company in the Ordinary Course of
      Business or capital leases in the Ordinary Course of Business;




(xiv)  adopt
      a
      plan of complete or partial liquidation or resolutions providing for or
      authorizing such a liquidation or a dissolution consolidation, recapitalization
      or bankruptcy reorganization;




(xv)  cancel
      or
      waive any claims or rights with a value to the Company in excess of $1
      million;




(xvi)  amend,
      modify, extend, renew or terminate any Material Lease; or




(xvii)  agree,
      whether or not in writing, to do any of the foregoing.




37




**5.2**  **Access
      to Information** **.** From the
      date hereof until the earlier of the Closing Date or the termination of this
      Agreement in accordance with its terms, the Company shall, subject in all
      respects to the terms of, and the restrictions contained in, the Confidentiality
      Agreement: (i) afford to the officers, employees, accountants, counsel and
      other representatives (collectively, “ Advisors ”)
      of
      Purchaser, reasonable access during normal business hours to the properties,
      books and records of the Company; (ii) furnish Purchaser and its Advisors
      with copies of all such contracts, books and records and other existing
      documents and data as Purchaser and/or its Advisors may reasonably request;
      and
      (iii) make available during normal business hours to Purchaser and/or its
      Advisors the appropriate individuals (including management personnel, attorneys,
      accountants and other professionals) for discussion of the Company’s business,
      properties, prospects and personnel as Purchaser may reasonably request; provided , however ,
      that
      nothing in this Section 5.2 or
      otherwise shall require the Company to furnish to Purchaser or its Advisors
      any
      materials prepared by the Company’s financial, accounting, or legal advisors or
      which is subject to an attorney/client or an attorney work product privilege
      or
      which may not be disclosed pursuant to a protective order or confidentiality
      agreement.




**5.3**  **Payoff
      Letter** .
      The
      Company shall cause the agent for the lenders under the Credit Agreement to
      prepare and deliver to the Company a “payoff letter” or similar document (the
“ Payoff
      Letter ”)
      specifying the aggregate amount of the Company’s obligations (including
      principal, interest, fees, expenses and other amounts payable under the Credit
      Agreement (but excluding any letters of credit)) that will be outstanding as
      of
      the Closing under the Credit Agreement.




**5.4**  **Sellers
      Expenses** **.** No later
      than two (2) Business Days prior to the Closing Date, the Company shall provide
      Purchaser with a written notice (the “ Sellers
      Expenses Fee Notice ”)
      setting
      forth the amounts of the Sellers Expenses (or, to the extent that such amounts
      are not determinable as of such date, an estimate of such amounts) and wire
      transfer instructions for the payment of the Sellers Expenses set forth
      therein.




**5.5**  **Exclusive
      Dealing** **.** From and
      after the date hereof through the Closing, none of the Company or any of its
      Affiliates, agents, officers, directors, or Advisors shall take any action
      to
      encourage, initiate, continue or engage in discussions or negotiations with,
      enter into any agreement with or provide any information to, any Person (other
      than Purchaser, its Affiliates and their respective representatives) concerning
      any purchase, transfer or other disposition of the Company’s Shares to such
      Person (other than by the Company (A) in connection with the exercise of
      Options in accordance with their terms and (B) with respect to repurchases
      of shares of Common Stock and Options from Securityholders under the
      Stockholders Agreement or any Option Agreement), any merger or other business
      combination involving the Company, any sale of all or a material portion of
      the
      assets of the Company or any similar transaction involving the Company (other
      than assets sold in compliance with Section 5.1 ).




**5.6**  **Letters
      of Credit** **.** At the
      Closing, Purchaser shall cause all of the outstanding letters of credit issued
      on behalf of the Company to be fully cash collateralized or shall furnish such
      letters of credit or other substitute credit support arrangements as the
      beneficiaries of such letters of credit may reasonably request, and the
      Securityholders shall have no further liability or obligation whatsoever with
      respect thereto.




38




**5.7**  **Actions
      with Respect to Senior Notes** **.**




**(a)**  Promptly
      after Purchaser’s request, the Company shall commence a tender offer and Consent
      Solicitation (the “ Notes
      Offer ”)
      for all
      of the outstanding Senior Notes on customary terms as are reasonably acceptable
      to the Company and the Purchaser. The Company shall prepare all necessary and
      appropriate documentation in connection with the Notes Offer, including the
      offer to purchase, any related letters of transmittal and other related
      documents (collectively, the “ Offer
      Documents ”)
      and
      such documents shall be reasonably acceptable to the Purchaser. Purchaser and
      the Company shall cooperate with each other in the preparation of the Offer
      Documents. All mailings to the holders of the Senior Notes in connection with
      the Notes Offer shall be subject to the prior review and comment by each of
      the
      Company and Purchaser and shall be reasonably acceptable to each of them. The
      closing of the Notes Offer shall be conditioned on the conditions set forth
      in
      Section 5.7(d) .
      The
      Company, Purchaser and Merger Sub shall cooperate in connection with the Notes
      Offer in order to cause the consent date under the Consent Solicitation to
      occur
      as directed by Purchaser prior to or concurrently with the Closing and the
      initial settlement of the Notes Offer to occur concurrently with the Closing.
      The Company shall waive any of the conditions to the Notes Offer (other than
      that the Merger shall have occurred or that the Purchaser and Company shall
      be
      satisfied that it shall occur substantially concurrently with the closing of
      the
      Notes Offer, the Requested Consents shall have been received, and that there
      shall be no order or injunction prohibiting consummation of the Notes Offer)
      as
      may be reasonably requested by Purchaser and so long as such waivers would
      not
      cause the Notes Offer to violate the Exchange Act, the Trust Indenture Act,
      or
      any other Law and shall not, without the consent of Purchaser, waive any
      condition to the Notes Offer or make any changes to the terms and conditions
      of
      the Notes Offer other than as reasonably agreed between Purchaser and the
      Company. If, at any time prior to the completion of the Notes Offer, any
      information is discovered by the Company or Purchaser that should be set forth
      in an amendment or supplement to the Offer Documents, so that the Offer
      Documents shall not contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      are
      made, not misleading, the party that discovers such information shall promptly
      notify the other party, and an appropriate amendment or supplement describing
      such information shall be disseminated by the Company to the holders of the
      Senior Notes. Notwithstanding anything to the contrary in this
      Section 5.7(a) ,
      the
      Company shall comply with the requirements of Rule 14e-l under the Exchange
      Act
      and any other applicable Law to the extent such Laws are applicable in
      connection with the Notes Offer. To the extent that the provisions of any
      applicable Law conflict with this Section 5.7(a) ,
      the
      Company shall comply with the applicable Law and shall not be deemed to have
      breached its obligations hereunder by such compliance.




**(b)**  Promptly
      upon the receipt of the Requested Consents with respect to the Indenture for
      the
      Senior Notes, the Company shall enter into a supplemental indenture reflecting
      the amendments to such Indenture approved by such Requested Consents and will
      use its reasonable best efforts to cause the Indenture trustee to promptly
      enter
      into such supplemental indenture; provided ,
      that the
      amendments contained in such supplemental indenture shall become operative
      upon
      the acceptance of the Notes Offer and payment for the Senior Notes tendered
      pursuant thereto. If the Requested Consents are not obtained in connection
      with
      the Notes Offer, the Company will, if requested by the Purchaser in writing,
      permit Purchaser to effect, and provide reasonable assistance to Purchaser
      in
      connection with, a covenant defeasance of the Senior Notes under the Indenture
      as of the Closing (to the extent permitted under the Indenture).




39




**(c)**  If
      requested by Purchaser, the Company shall enter into one or more dealer manager,
      information agent and/or depositary agreements with such Persons as Purchaser
      shall reasonably request in form and substance reasonably satisfactory to the
      Company.




**(d)**  The
      Company’s and the Surviving Company’s obligation to accept for payment and pay
      for the Senior Notes tendered pursuant to the Notes Offer or make any payment
      for the Requested Consents shall be subject to conditions (as mutually agreed
      by
      Purchaser and the Company), including that (i) the Merger shall have occurred
      (or Purchaser and the Company shall be satisfied that it will occur
      substantially concurrently with such acceptance and payment), (ii) the Requested
      Consents shall have been received, (iii) there shall be no order or injunction
      prohibiting consummation of the Notes Offer and (iv) such other conditions
      as
      are customary for transactions similar to the Notes Offer.




**ARTICLE
      6**


**COVENANTS
      OF PURCHASER**




**6.1**  **Access
      to Information** .
      After
      the Closing, Purchaser and the Surviving Company shall afford the
      Securityholders and their Advisors reasonable access, during normal business
      hours, to the books and records of Purchaser and the Surviving Company (and
      shall permit such Persons to examine and copy such books and records to the
      extent reasonably requested by such party) and shall cause their Advisors to
      furnish all information reasonably requested by the Securityholders or their
      Advisors in connection with financial reporting and Tax matters (including
      financial and Tax audits and Tax contests), third party litigation and other
      similar business purposes, provided , however ,
      that
      nothing in this Section 6.1 shall
      require Purchaser or the Surviving Company to furnish to the Securityholders
      or
      their Advisors any materials prepared by the Surviving Company’s financial or
      legal advisors which is subject to an attorney/client privilege or an attorney
      work product privilege or which may not be disclosed pursuant to a protective
      order or confidentiality agreement. After the Closing, Purchaser shall, and
      shall cause the Surviving Company to, maintain all such books and records in
      the
      jurisdiction in which such books and records were located prior to the Closing
      Date if required by applicable Legal Requirements and shall not destroy or
      dispose of any such books and records; provided , however ,
      that
      Purchaser and the Surviving Company shall be entitled to destroy any of such
      books and records after the sixth (6th) anniversary of the Closing
      Date.




**6.2**  **Indemnification
      of Directors and Officers** .




**(a)**  Purchaser
      agrees that for a period of six (6) years after the Closing, it shall not permit
      the Surviving Company to amend, repeal or modify any provision in its
      Organizational Documents in a manner that would adversely affect the rights
      and/or exculpation or indemnification of present or former directors and
      officers, it being the intent of the parties that the directors and officers
      of
      the Surviving Company prior to the Closing shall continue thereafter to be
      entitled to such exculpation and indemnification to the fullest extent permitted
      under applicable Legal Requirements and Purchaser agrees to cause the Surviving
      Company to perform in a timely manner and to otherwise honor such obligations
      in
      all respects.




40




**(b)**  On
      or
      immediately prior to the Closing Date, Purchaser shall cause to be purchased
      a
      six (6) year tail insurance policy officer’s and directors’ liability insurance
      (the “ D&O
      Tail Insurance ”)
      covering the Persons who are presently covered by the Company’s officers’ and
      directors’ liability insurance policy (a copy of which has heretofore been
      delivered to Purchaser), with respect to actions and omissions occurring prior
      to the Closing, on terms which are at least as favorable as the terms of such
      insurance in effect for the Company on the date hereof and from an insurer
      or
      insurers having claims paying ratings no lower than the Company’s current
      insurer.




**(c)**  If
      the
      Surviving Company or any of its successors or assigns shall (i) consolidate
      with or merge into any other corporation or other entity and shall not be the
      surviving entity of the consolidation or merger or (ii) transfer all or
      substantially all of its properties and assets to any individual, corporation
      or
      other entity, then and in each such case, proper provisions shall be made so
      that such successors and assigns shall assume all of the obligations set forth
      in this Section 6.2 .




**6.3**  **Employees** **.**




**(a)**  Purchaser
      agrees that the employees of the Company (including employees on vacation,
      leave
      of absence, short or long-term disability) as of immediately prior to the
      Closing will remain employees of the Surviving Company as of immediately
      following the Closing, at the salary levels (or higher) that were in effect
      immediately prior to the Closing; provided ,
      that
      nothing herein, however, shall be construed as an offer of employment to any
      individual on other than an employment-at-will basis, subject to the terms
      of
      any existing employment agreement or arrangement, and that the foregoing shall
      not be construed to limit the ability of the Company, the Surviving Company,
      Purchaser, or any of their respective Affiliates to terminate the employment
      of
      any employee at any time and for any or no reason.




**(b)**  Purchaser
      shall cause the Surviving Company, for a period of one (1) year from the
      Closing, to provide to individuals who are employees of the Company immediately
      following the Closing Date employee benefit plans, program and arrangements
      (other than any equity-based or severance plans, programs or arrangements)
      that
      are substantially similar in the aggregate to the Plans as in effect on the
      date
      hereof (other than any equity based or severance plans, programs or
      arrangements).




**(c)**  Nothing
      contained in this Agreement, express or implied: (i) shall be construed to
      establish, amend, or modify any benefit plan, program, agreement or arrangement;
      (ii) shall alter or limit the ability of Purchaser, the Company, the
      Surviving Company, or any of their respective Affiliates to amend, modify or
      terminate any benefit plan, program, agreement or arrangement at any time
      assumed, established, sponsored or maintained by any of them; (iii) is
      intended to confer upon any current or former employee or any other Person
      any
      right to employment or continued employment for any period of time by reason
      of
      this Agreement, or any right to a particular term or condition of employment;
      (iv) except as otherwise expressly provided in Section 11.14, is intended
      to confer upon any Person (including employees, retirees, or dependents or
      beneficiaries of employees or retirees) any rights as a third-party beneficiary
      of this Agreement.




41




**6.4**  **Investigation
      and Agreement by Purchaser; No Other Representations or
      Warranties** **.**




**(a)**  Purchaser
      acknowledges and agrees that it has made its own inquiry and investigation
      into,
      and, based thereon, has formed an independent judgment concerning, the Company
      and its business and operations, and that it has been provided with access
      to
      such information about the Company and its business and operations as it has
      requested. Purchaser agrees that, except for the representations and warranties
      made by the Company that are expressly set forth in this Agreement, neither
      the
      Company nor any of its Affiliates has made and shall not be deemed to have
      made
      to Purchaser or to any of its Advisors or Affiliates any representation or
      warranty of any kind. Without limiting the generality of the foregoing,
      Purchaser agrees that neither the Company nor any of its Affiliates makes or
      has
      made any representation or warranty to Purchaser or to any of its Advisors
      or
      Affiliates with respect to:




(i)  any
      projections, forecasts, estimates, plans or budgets of future revenues, expenses
      or expenditures, future results of operations (or any component thereof), future
      cash flows (or any component thereof) or future financial condition (or any
      component thereof) of the Company or the future business, operations or affairs
      of the Company heretofore or hereafter delivered to or made available to
      Purchaser or its Advisors or Affiliates; or




(ii)  any
      other
      information, statements or documents heretofore or hereafter delivered to or
      made available to Purchaser or its Advisors, or Affiliates, except to the extent
      and as expressly covered by a representation and warranty made by the Company
      in
      this Agreement.




**(b)**  The
      Company acknowledges and agrees that except for the representations and
      warranties made by Purchaser as expressly set forth in this Agreement, neither
      Purchaser nor any of its Affiliates has made or shall be construed as having
      made to the Company or any of its Advisors or Affiliates any representation
      or
      warranty of any kind.




**ARTICLE
      7**


**COVENANTS
      AND** **AGREEMENTS**




**7.1**  **Consents;
      Governmental****Approvals** **.**




**(a)**  Each
      of
      the parties hereto agrees to use its reasonable best efforts to take, or cause
      to be taken, all action, and to do or cause to be done, and to assist and
      cooperate with the other parties hereto in doing, all things reasonably
      necessary to consummate the transactions contemplated hereby, including without
      limitation, (i) the obtaining of all Required Governmental Approvals and
      the making of all required registrations and filings with, Governmental
      Authorities, (ii) the obtaining of any consents from a party to a Material
      Contract set forth on Schedule 3.5 ,
      and each
      consent specified on Schedule 3.5 or Schedule 4.3 and
      (iii) the defending of Proceedings challenging this Agreement or the
      consummation of the transactions contemplated hereby, including, without
      limitation, by seeking to have any temporary restraining order or preliminary
      injunction entered by any Governmental Authority vacated or reversed; provided ,
      that the
      obligation to use “reasonable best efforts” in connection with obtaining any
      consent from a party to a Material Contract set forth on Schedule 3.5 shall not
      require the Person subject to the obligation to pay any additional consideration
      or otherwise incur any additional liability to any Person. Each of
      Purchaser and Merger Sub agrees to use commercially reasonable efforts to
      consummate the transactions contemplated by the Debt Commitment Letter on or
      prior to May 31, 2007.




42




**(b)**  Without
      limiting the generality of Section 7.1(a) hereof,
      the parties shall, no later than five (5) Business Days after the date hereof,
      prepare and file with the United States Federal Trade Commission (the
“ FTC ”)
      and the
      United States Department of Justice (the “ DOJ ”)
      the
      notification and report form required under the HSR Act for the transactions
      contemplated hereby and seek to obtain early termination of the waiting period
      thereunder. Each of the parties shall promptly file any supplemental or
      additional information which may reasonably be requested by the FTC and the
      DOJ
      and any other Governmental Authority in connection with such filings and shall
      comply in all material respects with all applicable Legal Requirements relating
      thereto.




**(c)**  Each
      party
      shall use its reasonable best efforts to resolve objections, if any, which
      may
      be asserted with respect to the transactions contemplated by this Agreement
      under the HSR Act, the Sherman Antitrust Act, as amended, the Clayton Act,
      as
      amended, the Federal Trade Commission Act, as amended, and any other applicable
      Legal Requirement designed to prohibit, restrict or regulate actions for the
      purpose or effect of monopolization or restraint of trade (collectively
“ Antitrust
      Laws ”).
      In the
      event any Proceeding is threatened or instituted challenging the transactions
      contemplated by this Agreement as violative of Antitrust Laws, each party shall
      use its reasonable best efforts to avoid the filing of, or to resist or resolve,
      such Proceeding. Each party shall use its commercially reasonable efforts to
      take such action as may be required by: (i) the DOJ and/or the FTC in order
      to resolve such objections as either of them may have to the transactions
      contemplated by this Agreement under the Antitrust Laws or (ii) any other
      Governmental Authority, in any suit brought by any Governmental Authority or
      any
      other Person challenging the transactions contemplated by this Agreement as
      violative of the Antitrust Laws, in order to avoid the entry of any Order
      (whether temporary, preliminary or permanent) which has the effect of preventing
      the consummation of the transactions contemplated by this Agreement and to
      have
      vacated, lifted, reversed or overturned any such Order. Except as may be
      prohibited by any Governmental Authority or by any Legal Requirement, Purchaser,
      on the one hand, and the Company on the other, will, pursuant to a joint defense
      agreement in customary form reasonably acceptable to Purchaser and the Company,
      consult and cooperate with one another, and consider in good faith the views
      of
      one another, in connection with any analysis, appearance, presentation,
      memorandum, brief, argument, opinion or proposal made or submitted in connection
      with any Proceeding under or relating to the HSR Act. In addition, except as
      may
      be prohibited by any Governmental Authority or by any Legal Requirement, in
      connection with any Proceeding under or relating to the HSR Act, each of
      Purchaser, on the one hand, and the Company, on the other, will permit
      authorized representatives of the other party to be present at each meeting
      or
      conference relating to any such Proceeding and to have access to and be
      consulted in connection with any document, opinion or proposal made or submitted
      to any Governmental Authority in connection with any such Proceeding. Nothing
      in
      this Section 7.2 shall
      require Purchaser to divest, sell, dispose of, hold separate or otherwise take
      actions that limit its freedom of action with respect to its ability to retain
      its business or assets.




43




**(d)**  The
      parties shall notify the other parties of any correspondence or contact with
      the
      DOJ, the FTC or any other Governmental Authority and shall furnish to the other
      parties all such information in its possession as may be necessary for the
      completion of any required reports or notifications.




**7.2**  **Notification** **.** Between
      the date of this Agreement and the Closing Date, each party hereto will promptly
      notify the other parties hereto in writing if the notifying party acquires
      knowledge of any fact or condition which such party reasonably believes is
      not
      known by the other parties, that causes or constitutes a material breach of
      such
      notifying party’s representations and warranties as of the date of this
      Agreement. During the same period, each party hereto will promptly notify the
      other parties hereto of the occurrence of any material breach of any covenant
      of
      such notifying party or of the occurrence of any event that may make the
      satisfaction of the conditions in Article
      8 impossible or unlikely to be satisfied by June 29, 2007, which such party
      reasonably believes is not known by the other parties. The parties hereby
      acknowledge and agree that Purchaser’s rights under this Agreement shall not be
      affected if Purchaser (or any director, executive officer, agent or advisor
      of
      Purchaser) had knowledge at any time on or prior to the Closing Date of facts,
      events or conditions constituting or resulting in breach of the Company’s
      representation or warranty or covenants.




**7.3**  **Public
      Announcements; Confidentiality** **.**




**(a)**  From
      and
      after the date of this Agreement, except to the extent required by applicable
      Legal Requirements or, as to the Company, as required by the Indenture, neither
      Purchaser nor the Company shall, directly or indirectly, issue any press release
      or public announcement of any kind concerning the transactions contemplated
      by
      this Agreement without the prior written consent of the other parties hereto;
      and, in the event any such public announcement, release or disclosure is
      required by applicable Legal Requirements or, as to the Company, as required
      by
      the Indenture, Purchaser and the Company will consult prior to the making
      thereof and use their reasonable best efforts to agree upon a mutually
      satisfactory text.




**(b)**  Between
      the date of this Agreement and the Closing Date, (i) Purchaser shall not,
      and shall not permit its Advisors to, communicate with customers or suppliers
      of
      the Company or any other Person with whom the Company maintains a similar
      business or commercial relationship, with respect to the transactions
      contemplated by this Agreement or with respect to the business or operations
      of
      the Company, without the prior written consent of the Company (such consent
      not
      to be unreasonably withheld or delayed); and (ii) Purchaser shall not
      (except with respect to the HSR Act) communicate with any Governmental Authority
      with respect to the Company or the Securityholders or the other transactions
      contemplated hereby without the prior written consent of the Company (such
      consent shall not be unreasonably withheld or delayed).




**(c)**  Unless
      consented to by each of the parties hereto, the parties hereto shall keep this
      Agreement strictly confidential and may not make any disclosure of this
      Agreement or the terms and conditions contained herein to any Person except
      (i) as may be required under applicable Legal Requirements, (ii) as to
      the Company, as required by the Indenture, (iii) to the extent that such
      information is or becomes generally available to the public other than as a
      result of disclosure by such party, (iv) to such Person’s financing sources
      and as may be reasonably agreed by the Company and Purchaser in connection
      with
      the arrangement of debt financing or otherwise in connection with the
      transactions contemplated hereby or (v) to any Affiliate, director,
      officer, or Advisor of such party. In the event a party is required under an
      applicable Legal Requirement to make a disclosure prohibited by this
      Section 7.3(c) ,
      such
      party shall provide the other parties hereto with prompt prior written notice
      of
      such requirement so that such other parties may seek a protective order or
      other
      appropriate remedy, and the party required to make the disclosure shall
      cooperate in all reasonable respects in obtaining the same. Subject to the
      foregoing, the party required to make such disclosure may furnish that portion
      (and only that portion) of such information that, based on the advice of its
      counsel, such party is required to disclose; provided , however ,
      that
      such party must use reasonable efforts to obtain reliable assurance that
      confidential treatment will be accorded to any information so
      disclosed.




44




**7.4**  **Cooperation
      on Tax Matters** .
      The
      Representative shall cooperate fully, as and to the extent reasonably requested
      by Purchaser and/or the Company, in connection with the filing of Tax Returns
      and any audit, litigation or other proceeding with respect to Taxes. Such
      cooperation shall include the retention and (upon request) the provision of
      records and information that are reasonably relevant to any such audit,
      litigation or other proceeding and making themselves available on a mutually
      convenient basis to provide additional information and explanation of any
      material provided hereunder.




**7.5**  **Financial
      Information; Cooperation with Financings** .




**(a)**  The
      Company shall deliver to Purchaser (for further delivery to Purchaser’s lenders
      under the Debt Commitment Letter) interim unaudited financial statements of
      the
      Company for (i) each monthly period ending after the Balance Sheet Date and
      for
      the year-to-date period ending as of the last day of such monthly period no
      later than thirty (30) days after the end of such monthly period and (ii) each
      quarterly period ending after the Balance Sheet Date and for the year-to-date
      period ending as of the last day of such quarterly period no later than
      forty-five (45) days after the end of such quarterly period (it being understood
      that such quarterly financial statements shall have undergone a SAS 100
      review).




**(b)**  The
      Company shall direct its officers, employees, accountants and other Advisors
      to
      assist and reasonably cooperate with Purchaser to consummate the financing
      under
      the Debt Commitment Letter, including (i) participating in customary
“syndication efforts”, “road shows” and rating agency presentations, (ii)
      preparing business projections and pro forma financial information and (iii)
      providing "comfort letters" that, in each case, are customary for, and in
      connection with, such financing.




**ARTICLE
      8**


**CONDITIONS
      PRECEDENT**




**8.1**  **Conditions
      to Each Party’s Obligation** **.** The
      respective obligations of the parties hereto to effect the transactions
      contemplated hereby are subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions:




45




**(a)**  Governmental
      Approvals .
      The
      Required Governmental Approvals shall have been obtained and be in effect on
      the
      Closing Date.




**(b)**  No
      Injunctions or Restraints .
      No Order
      or other Legal Requirement preventing the consummation of the transactions
      contemplated by this Agreement shall be in effect.




**8.2**  **Conditions
      to Obligation of Purchaser and Merger Sub** **.** The
      obligation of Purchaser and Merger Sub to effect the transactions contemplated
      hereby is subject to the satisfaction, on or prior to the Closing Date, of
      the
      following conditions unless waived, in whole or in part, by
      Purchaser:




**(a)**  Representations
      and Warranties . Each
      of
      the representations and warranties of the Company set forth in this Agreement
      shall be true and correct in all respects (without giving effect to any
      qualifications or limitations as to “materiality”, “Material Adverse Effect” and
      words of similar import set forth therein) both (i) as of the date of this
      Agreement and (ii) as of the Closing as though made on and as of such time
      (other than such representations and warranties as are made as of an earlier
      date, which shall be so true and correct as of such date); provided , however ,
      that
      this condition shall be deemed to have been satisfied unless the individual
      or
      aggregate impact of all inaccuracies of such representation and warranties
      would
      be reasonably likely to have a Material Adverse Effect.




**(b)**  Performance
      of Covenants and Obligations .
      The
      Company shall have performed or complied in all material respects with all
      obligations and covenants required to have been performed or complied with
      by it
      under this Agreement at or prior to the Closing, except to the extent such
      covenants are qualified by the term “material”, in which case the Company shall
      have performed and complied with, in all respects, all such covenants to be
      performed or complied with by it under the terms of this Agreement prior to
      or
      at Closing.




**(c)**  Termination
      of Management Agreements .
      Purchaser shall have been provided with evidence of the termination of the
      Halifax Management Agreement and the JWC Management Agreement.




**(d)**  Material
      Adverse Effect .
      Since
      the date of this Agreement, there has been no event, circumstance or occurrence
      that, either individually or in the aggregate, that has had or would reasonably
      be expected to have, a Material Adverse Effect.




**(e)**  Deliveries
      to Purchaser .
      Each of
      the following documents shall have been delivered to Purchaser:




(i)  a
      certificate executed by or on behalf of the Company as to the satisfaction
      of
      the conditions set forth in Sections 8.2(a) , 8.2(b) and 8.2(d) ;




(ii)  an
      affidavit, under penalties of perjury, stating that the Company is not and
      has
      not been a United States real property holding corporation, dated as of the
      Closing Date and in form and substance required under Treasury Regulation
§1.897-2(h);




(iii)  the
      Payoff
      Letter and the Seller Expenses Notices; and




46




(iv)  a
      letter
      in the form attached as Exhibit D hereto,
      signed by each of the parties thereto other than the Purchaser.




**(f)**  280G
      Approval .
      The
      Company shall have received shareholder approval of all compensation that
      otherwise would result in imposition of the sanctions imposed under
      Sections 280G and 4999 of the Code in a manner that satisfies the
      requirements of Section 280G(b)(5) of the Code.




**(g)**  Marketing
      Period .
      For
      purposes of any Closing to occur prior to June 1, 2007, the conditions precedent
      with respect to “Interim Loans” set forth in paragraph 5 of Annex I to the Debt
      Commitment Letter shall have been satisfied.




**8.3**  **Conditions
      to Obligations of the Company** **.** The
      obligation of the Company to effect the transactions contemplated hereby,
      including the Merger, is subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions unless waived, in whole or in part, by the
      Company:




**(a)**  Representations
      and Warranties . Each
      of
      the representations and warranties of Purchaser and Merger Sub set forth in
      this
      Agreement shall be true and correct in all respects (without giving effect
      to
      any qualifications or limitations as to “materiality” and words of similar
      import set forth therein) both as of the date of this Agreement and as of the
      Closing as though made on and as of such time (other than such representations
      and warranties as are made as of an earlier date, which shall be so true and
      correct as of such date); provided , however ,
      that
      this condition shall be deemed to have been satisfied unless the individual
      or
      aggregate impact of all inaccuracies of such representation and warranties
      would
      be reasonably likely to have a material adverse effect on Purchaser’s ability to
      consummate the transactions contemplated hereby.




**(b)**  Performance
      of Covenants and Obligations of Purchaser and Merger Sub .
      Each of
      Purchaser and Merger Sub shall have performed or complied in all material
      respects with all obligations and covenants required to have been performed
      or
      complied with by it under this Agreement at or prior to the Closing, except
      to
      the extent such covenants are qualified by the term “material”, in which case
      Purchaser or Merger Sub, as the case may be, shall have performed and complied
      with, in all respects, all such covenants to be performed or complied with
      by it
      under the terms of this Agreement prior to or at Closing.




**(c)**  Deliveries .
      Each of
      the following documents shall have been delivered to the Company:




(i)  a
      certificate executed by or on behalf of Purchaser and Merger Sub as to the
      satisfaction of the conditions set forth in Sections 8.3(a) and 8.3(b) ;




(ii)  evidence
      of the procurement of the officers’ and directors’ liability insurance described
      in Section 6.2(b) hereof;
      and




(iii)  evidence
      in form and substance reasonably satisfactory to the Company that all of the
      outstanding letters of credit issued on behalf of the Company will be fully
      cash
      collateralized at the Closing or that Purchaser will have, as of the Closing,
      furnished such letters of credit or other substitute credit support arrangements
      as the beneficiaries of such letters of credit may have reasonably
      requested.




47




**ARTICLE
      9**


**CLOSING**




**9.1**  **Closing** **.** The
      closing of the transactions contemplated by this Agreement (the “ Closing ”)
      shall
      take place at the offices of the Company’s counsel at Kaye Scholer LLP,
      425 Park Avenue, New York, New York 10022, at 10:00 a.m. (local time)
      on the last Business Day of the month during which each of the conditions set
      forth in Article
      8 (other
      than those conditions which have been waived in writing, or which by their
      nature are to be satisfied at the Closing, but subject to the satisfaction
      or
      waiver of such conditions) has been satisfied or waived by the party or parties
      entitled to the benefit of such conditions, or at such other time and place
      as
      the parties may agree.




**ARTICLE
      10**


**TERMINATION**




**10.1**  **Events
      of Termination** **.** This
      Agreement may be terminated by written notice prior to the Closing: (a) by
      mutual consent of Purchaser and the Company; (b) by Purchaser, if there has
      been a breach of any representation, warranty or covenant made by the Company
      in
      this Agreement, such that the conditions in Sections 8.1 or 8.2 are not
      capable of being satisfied and which have not been cured by the Company within
      ten (10) Business Days after receipt of written notice from Purchaser requesting
      such breach to be cured; provided, that the right to terminate this Agreement
      pursuant to this Section 10.1 shall not
      be available to Purchaser if the failure of Purchaser to fulfill any of its
      obligations under this Agreement has been the primary cause of, or resulted
      in,
      such breach; (c) by the Company, if there has been a breach of any
      representation, warranty or covenant made by Purchaser in this Agreement, such
      that the conditions in Sections 8.1 or 8.3 are not
      capable of being satisfied and which have not been cured by Purchaser within
      ten
      (10) Business Days after receipt of written notice from the Company requesting
      such breach to be cured; provided, that the right to terminate this Agreement
      pursuant to this Section 10.1 shall not
      be available to the Company if the failure of the Company to fulfill any of
      its
      obligations under this Agreement has been the primary cause of, or resulted
      in,
      such breach; (d) by either the Company or Purchaser, if any Governmental
      Authority shall have issued an order, decree or ruling or taken any other action
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated by this Agreement and such order, decree, ruling
      or
      other action shall have become final and nonappealable; (e) by Purchaser or
      the Company, to the extent that the Closing Date has not occurred prior to
      July
      2, 2007; provided , however ,
      that the
      party exercising its right to so terminate this Agreement pursuant to
      clause (e) of this Section 10.1 shall not
      have been responsible for such failure for the Closing to occur through a
      material breach of any of its representations, warranties or covenants contained
      in this Agreement; or (f) by the Company if (i) the Tender Premium as of the
      Closing Date exceeds the amount set forth on Schedule 10.1(f), (ii) the Company
      gives the Purchaser written notice not more than ten (10) and not less than
      five
      (5) Business Days prior to Closing, of its intent to terminate this Agreement
      pursuant to this clause (f) of this Section 10.1 ,
      and
      (iii) Purchaser does not notify the Company at any time prior to, or within
      three (3) Business Days after, receipt of the notice described in clause (f)(ii)
      that the Purchaser agrees to assume the obligation for any Tender Premium in
      excess of the amount set forth in Schedule 10.1 (such excess amount so assumed
      by Purchaser pursuant to this clause (f)(iii), the " Purchaser
      Assumed Excess Tender Premium ").




48




**10.2**  **Effect
      of Termination** **.** In the
      event that this Agreement shall be terminated pursuant to
      Section 10.1 ,
      all
      further obligations of the parties hereto under this Agreement (other than
      pursuant to Section 7.3 and
      Section 11.2 , 11.8 , 11.9 , 11.11 and 11.13 which
      shall continue in full force and effect) shall terminate without further
      liability or obligation to the other parties hereunder; provided , however ,
      that no
      party shall be released from liability hereunder if this Agreement is terminated
      by reason of any prior material breach of this Agreement by such
      party.




**ARTICLE
      11**


**GENERAL
      PROVISIONS**




**11.1**  **Non-Survival
      of Representations and Warranties** **.** None of
      (i) the representations and warranties in this Agreement or in any
      certificate or instrument delivered pursuant to this Agreement or (ii) the
      covenants contemplated by this Agreement to be performed prior to the Closing,
      shall survive the Closing. This Section 11.1 shall not
      limit any covenant or agreement of the parties which by its terms contemplates
      performance after the Closing.




**11.2**  **Maximum****Recovery** .




**(a)**  Notwithstanding
      anything to the contrary in this Agreement, other than Purchaser and Merger
      Sub,
      none of Purchaser’s, Merger Sub’s or any of their Affiliates’ former, current or
      future direct or indirect equity holders, controlling persons, stockholders,
      directors, officers, employees, agents, members, managers, general or limited
      partners or assignees, or any of their respective Affiliates, shall have any
      liability or obligation relating to or arising out of this Agreement, any other
      agreement contemplated hereby (including under the Equity Commitment Letter)
      or
      the transactions contemplated hereby or thereby, whether at Law or equity,
      in
      contract, in tort or otherwise, except as expressly provided in the Equity
      Commitment Letter.




**(b)**  Notwithstanding
      anything to the contrary in this Agreement, other than the Company, none of
      the
      Company’s or any of its Affiliates’ former, current or future direct or indirect
      equity holders, controlling persons, stockholders, directors, officers,
      employees, agents, members, managers, general or limited partners or assignees,
      or any of their respective Affiliates, shall have any liability or obligation
      relating to or arising out of this Agreement, any other agreement contemplated
      hereby or the transactions contemplated hereby or thereby, whether at Law or
      equity, in contract, in tort or otherwise, except as may be expressly provided
      in such other agreement or for fraud.




**11.3**  **Updates
      to Schedules** **.** The
      Company may (but shall not be required to), from time to time prior to or on
      the
      Closing Date, by notice in accordance with this Agreement, supplement or amend
      the Schedules hereto. The parties hereby acknowledge and agree that such
      supplements or amendments to the Schedules shall not be deemed to cure any
      breach of this Agreement or provide an exception to any representation or
      warranty of the Company contained in this Agreement (including any
      Schedules).




49




**11.4**  **Further
      Assurances** **.** The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents
      and (c) to do such other acts and things, all the other parties may
      reasonably request for the purpose of carrying out the intent of this
      Agreement.




**11.5**  **Entire
      Agreement; Agreement** **.** This
      Agreement, including the Schedules hereto and the other documents referred
      to
      herein which form a part hereof, and the Confidentiality Agreement, contain
      the
      entire understanding of the parties hereto, with respect to the subject matter
      contained herein and therein. This Agreement supersedes all prior and
      contemporaneous agreements, arrangements, contracts, discussions, negotiations,
      undertakings and understandings (whether written or oral) between the parties
      with respect to such subject matter (other than the Confidentiality Agreement).
      This Agreement may be amended only by a written instrument executed by the
      party
      to be charged with the amendment. Upon the Closing, the Confidentiality
      Agreement shall automatically terminate and none of the parties thereto shall
      have any further liability or obligation thereunder.




**11.6**  **No
      Waiver** **.** The
      failure of a party to insist upon strict adherence to any term or provision
      of
      this Agreement on any occasion shall not be considered a waiver or deprive
      that
      party of the right thereafter to insist upon strict adherence to that term
      or
      provision or any other term or provision of this Agreement. Any waiver must
      be
      in a writing executed by the party to be charged with such waiver.




**11.7**  **Severability** **.** Any
      term
      or provision of this Agreement which is invalid or unenforceable will be
      ineffective to the extent of such invalidity or enforceability without rendering
      invalid or unenforceable the remaining rights of the Person intended to be
      benefited by such provision or any other provisions of this
      Agreement.




**11.8**  **Expenses
      and Obligations** **.** All costs
      and expenses incurred by the parties hereto in connection with the transactions
      contemplated by this Agreement shall be borne solely and entirely by the party
      that has incurred such expenses; provided , however ,
      that
      Purchaser shall pay any filing fees which relate to any required governmental
      filing or notification, including filing fees under the HSR Act and any other
      Required Governmental Approval.




**11.9**  **Notices** **.** All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), (b) sent by facsimile
      transmission (with written confirmation of receipt) provided that a confirmation
      copy is sent by a nationally recognized overnight delivery service, or
      (c) received by the addressee, if sent by a nationally recognized overnight
      delivery service (receipt requested), in each case to the appropriate addresses
      and facsimile numbers set forth below (or to such other addresses and facsimile
      numbers as a party may designate by notice to the other parties):




If
      to
      Purchaser or Merger Sub, or to the Company following the Closing:





UHS
      Holdco, Inc.


c/o
      Bear
      Stearns Merchant Manager III (Cayman), L.P.


383
      Madison Avenue, 40th Floor


New
      York,
      NY 10179




50




Attention:
      Robert Juneja


Fax:
      (212)
      881-9516




with
      a
      copy to (which will not constitute notice to Purchaser or Merger
      Sub):




Kirkland &
      Ellis LLP


153
      East
      53rd Street


New
      York,
      NY 10022


Attention:
      Michael T. Edsall and Jai Agrawal


Fax:
      (212)
      446-6460




If
      to the
      Company prior to the Closing:




Universal
      Hospital Services, Inc.


7700
      France Ave. South, Suite 275


Edina,
      Minnesota 55435-5228


Attention:
      Gary Blackford and Diana J. Vance-Bryan, Esq.


Fax:
      (952)
      893-0704




and




c/o
      J.W.
      Childs Associates, L.P.


111
      Huntington Avenue, Suite 2900


Boston,
      MA
      02199


Attention:
      Edward D. Yun and Mark J. Tricolli


Fax:
      (617)
      753-1101




and




c/o
      The
      Halifax Group


200
      Crescent Court


Suite
      1040


Dallas,
      Texas 75201


Attention:
      Brent D. Williams and David Dupree


Fax:
      (214)
      855-8712




and




c/o
      The
      Halifax Group


1133
      Connecticut Avenue, N.W.


Suite
      700


Washington,
      D.C. 20036


Attention:
      Brent D. Williams and David Dupree


Fax:
      (202)
      296-7133




51




with
      copies to (which will not constitute notice to the Company):




Kaye
      Scholer LLP


425
      Park
      Avenue


New
      York,
      NY 10022-3598


Attention:
      Stephen C. Koval, Esq., Laurie Abramowitz, Esq.


and
      Thomas
      Yadlon, Esq.


Fax:
      (212)
      836-8689




If
      to the
      Representative:




J.W.
      Childs Equity Partners III, L.P.


c/o
      J.W.
      Childs Associates, L.P.


111
      Huntington Avenue, Suite 2900


Boston,
      MA
      02199


Attention:
      Edward D. Yun and Mark J. Tricolli


Fax:
      (617)
      753-1101




with
      copies to (which will not constitute notice to the Representative):




Kaye
      Scholer LLP


425
      Park
      Avenue


New
      York,
      NY 10022-3598


Attention:
      Stephen C. Koval, Esq., Laurie Abramowitz, Esq.


and
      Thomas
      Yadlon, Esq.


Fax:
      (212)
      836-8689




Any
      of the
      above addresses may be changed at any time by notice given as provided above; provided , however ,
      that any
      such notice of change of address shall be effective only upon receipt. All
      notices, requests or instructions given in accordance herewith shall be deemed
      received on the date of delivery, if by hand delivery, on the date of written
      confirmation of receipt, if sent by facsimile, one (1) Business Day after the
      date of transmission, and if mailed by nationally recognized overnight delivery
      service one (1) Business Day after the date of sending.




**11.10**  **Counterparts** **.** This
      Agreement may be executed in two or more counterparts (including by facsimile
      transmission), each of which shall constitute an original, and all of which
      taken together shall constitute one instrument.




**11.11**  **Governing
      Law; Consent to Jurisdiction** **.**




**(a)**  The
      interpretation and construction of this Agreement, and all matters relating
      hereto, shall be governed by the laws of the State of Delaware applicable to
      contracts made and to be performed entirely within the State of Delaware,
      without giving effect to any conflict of law provisions thereof.




**(b)**  Each
      of
      the parties agrees that any legal action or proceeding with respect to this
      Agreement shall be brought in the Court of Chancery of the State of Delaware
      and, by execution and delivery of this Agreement, each party hereto hereby
      irrevocably submits itself in respect of its property, generally and
      unconditionally, to the exclusive jurisdiction of the aforesaid court in any
      legal action or proceeding arising out of this Agreement. Each of the parties
      hereto hereby irrevocably waives any objection which it may now or hereafter
      have to the laying of venue of any of the aforesaid actions or proceedings
      arising out of or in connection with this Agreement brought in the court
      referred to in the preceding sentence. Each party hereto hereby consents to
      process being served in any such action or proceeding by the mailing of a copy
      thereof to the address set forth in Section 11.9 hereof
      below its name and agrees that such service upon receipt shall constitute good
      and sufficient service of process or notice thereof. Nothing in this paragraph
      shall affect or eliminate any right to serve process in any other manner
      permitted by applicable Legal Requirements.




52




**11.12**  **Rights
      Cumulative** **.** All
      rights
      and remedies of each of the parties under this Agreement will be cumulative,
      and
      the exercise of one or more rights or remedies will not preclude the exercise
      of
      any other right or remedy available under this Agreement or applicable
      law.




**11.13**  **Assignment** **.** Except
      as
      otherwise provided herein, the provisions hereof shall inure to the benefit
      of,
      and be binding upon, the successors by operation of law and permitted assigns
      of
      the parties hereto. No assignment of this Agreement may be made by any party
      at
      any time, whether or not by operation of law, without the other parties’ prior
      written consent; provided , however ,
      that
      without the consent of the Company, Purchaser may (a) collaterally assign
      this Agreement to lenders in connection with the financing of the transactions
      contemplated hereby or (b) assign this Agreement to (i) any purchaser
      of the Company or all or substantially all of the assets of the Company or
      (ii) one or more of its Affiliates; provided , however ,
      that no
      such assignment shall relieve Purchaser of its obligations
      hereunder.




**11.14**  **Third-Party
      Beneficiaries** **.** Nothing
      in this Agreement is intended to confer upon any other person any rights or
      remedies of any nature whatsoever under or by reason of this Agreement except
      as
      expressly set forth herein. Notwithstanding the foregoing, from and after the
      Closing, Section 6.2 is made
      for the benefit of the Persons set forth therein and Article
      2 is made
      for the benefit of the Securityholders. From and after the Closing, all of
      the
      Persons identified in the immediately preceding sentence shall be entitled
      to
      enforce such provisions and to avail themselves of the benefits of any remedy
      for any breach of such provisions, all to the same extent as if such Persons
      were parties to this Agreement.




**11.15**  **Headings;
      Construction** **.** The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
or “Sections” or “Article” or “Articles” refer to the corresponding Section or
      Sections or Article or Articles of this Agreement. All words used in this
      Agreement will be construed to be of such gender or number as the circumstances
      require. Unless otherwise expressly provided, the word “including” does not
      limit the preceding words or terms. No party, or its counsel, shall be deemed
      the drafter of this Agreement for purposes of construing the provisions of
      this
      Agreement, and all language in all parts of this Agreement shall be construed
      in
      accordance with its fair meaning, and not strictly for or against any
      party.




[Remainder
      of Page Intentionally Left Blank]




53




IN
      WITNESS
      WHEREOF, the Company, Purchaser and, Merger Sub have caused this Agreement
      to be
      signed, all as of the date first written above.






UHS
                HOLDCO, INC.By:  
                ____________________________________________Name:Title:UHS
                MERGER SUB, INC.By:  
                ___________________________________________Name:UNIVERSAL
                HOSPITAL SERVICES, INC.By:  
                ____________________________________________Name:Title:







Signature
      Page to Agreement and Plan of Merger




J.W.
                CHILDS EQUITY PARTNERS III,
              L.P.,solely
                in its capacity as the
              RepresentativeBy:J.W.
                Childs Advisors III, L.P.,its
                general partnerBy:J.W.
                Childs Associates, L.P., its general partnerBy:J.W.
                Childs Associates, Inc., its general partnerBy:______________________________________Name:Title:










**EXHIBIT
      A**





**FORM
      OF LETTER OF TRANSMITTAL**










**EXHIBIT
      B**





**FORM
      OF OPTION CANCELLATION AGREEMENT**







**EXHIBIT
      C**





**DEBT
      COMMITMENT LETTER**









**EXHIBIT
      D**




**LETTER
      AGREEMENT**









**AGREEMENT
        AND PLAN OF MERGER**
  **by
        and among**
  **UHS
        HOLDCO, INC.,**
  **UHS
        MERGER SUB, INC.,**
  **UNIVERSAL
        HOSPITAL SERVICES, INC.**
 **(as
        the Company)**
  **and**
  **J.W.
        CHILDS EQUITY PARTNERS III, L.P.**
 **(solely
        in its capacity as the Representative)**
  Dated
        as
        of April__,2007




IN
        WITNESS
        WHEREOF, the Company, Purchaser and, Merger Sub have caused this Agreement
        to be
        signed, all as of the date first written above.
   UHS
                  HOLDCO, INC.By:  
                  ____________________________________________Name:Title:UHS
                  MERGER SUB, INC.By:  
                  ___________________________________________Name:UNIVERSAL
                  HOSPITAL SERVICES, INC.By:  
                  /s/
                  Gary BlackfordName:
                  Gary
                  BlackfordTitle: Pres.
                  & CEO









Signature
      Page to Agreement and Plan of Merger  J.W.
                  CHILDS EQUITY PARTNERS III,
                L.P.,
                  solely in its capacity as the
                RepresentativeBy: J.W.
                  Childs Advisors III, L.P., its general partnerBy: J.W.
                  Childs Associates, L.P., its general partnerBy: J.W.
                  Childs Associates, Inc., its general partnerBy:______________________________________Name:Title:











**AGREEMENT
        AND PLAN OF MERGER**
  **by
        and among**
  **UHS
        HOLDCO, INC.,**
  **UHS
        MERGER SUB, INC.,**
  **UNIVERSAL
        HOSPITAL SERVICES, INC.**
 **(as
        the Company)**
  **and**
  **J.W.
        CHILDS EQUITY PARTNERS III, L.P.**
 **(solely
        in its capacity as the Representative)**
  Dated
        as
        of April__,2007




Signature
      Page to Agreement and Plan of Merger


J.W.
                    CHILDS EQUITY PARTNERS III,
                  L.P.,
                    solely in its capacity as the
                  RepresentativeBy: J.W.
                    Childs Advisors III, L.P., its general partnerBy: J.W.
                    Childs Associates, L.P., its general partnerBy: J.W.
                    Childs Associates, Inc., its general partnerBy:______________________________________Name:Title:









IN
        WITNESS
        WHEREOF, the Company, Purchaser and, Merger Sub have caused this Agreement
        to be
        signed, all as of the date first written above.


UHS
                  HOLDCO, INC.By:  
                  ____________________________________________Name:Title:UHS
                  MERGER SUB, INC.By:  
                  ___________________________________________Name:UNIVERSAL
                  HOSPITAL SERVICES, INC.By:  
                  ____________________________________________Name:Title: