**Exhibit 10.2**

** **

**AMENDED AND RESTATED GUARANTY**

** **

Dated as of May 6, 2010

 

From

 

THE GUARANTORS NAMED HEREIN

 

And

 

THE ADDITIONAL GUARANTORSREFERRED TO HEREIN

 

as Guarantors

 

in favor of

 

THE SECURED PARTIES REFERREDTO INTHE CREDIT AGREEMENT REFERRED TO HEREIN

 

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**T**ABLE  OF  CONTENTS

** **
| **Section**                                                                               | ** ** | **Page** |
|-------------------------------------------------------------------------------------------|------------|----------|
|                                                                                      |       |     |
| Section 1.    Guaranty; Limitation of Liability                            |       | 1        |
|                                                                                      |       |     |
| Section 2.    Guaranty Absolute                                            |       | 2        |
|                                                                                      |       |     |
| Section 3.    Waivers and Acknowledgments                                  |       | 3        |
|                                                                                      |       |     |
| Section 4.    Subrogation                                                  |       | 4        |
|                                                                                      |       |     |
| Section 5.    Payments Free and Clear of Taxes, Etc.                       |       | 5        |
|                                                                                      |       |     |
| Section 6.    Representations and Warranties                               |       | 5        |
|                                                                                      |       |     |
| Section 7.    Covenants                                                    |       | 5        |
|                                                                                      |       |     |
| Section 8.    Amendments, Guaranty Supplements, Etc.                       |       | 5        |
|                                                                                      |       |     |
| Section 9.    Notices, Etc.                                                |       | 6        |
|                                                                                      |       |     |
| Section 10.    No Waiver; Remedies                                         |       | 6        |
|                                                                                      |       |     |
| Section 11.    Right of Set-off                                            |       | 6        |
|                                                                                      |       |     |
| Section 12.    Indemnification                                             |       | 7        |
|                                                                                      |       |     |
| Section 13.    Continuing Guaranty; Assignments under the Credit Agreement |       | 7        |
|                                                                                      |       |     |
| Section 14.    Execution in Counterparts                                   |       | 8        |
|                                                                                      |       |     |
| Section 15.    Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.     |       | 8        |
|                                                                                      |       |     |
| Exhibit A - Guaranty  Supplement                                                     |       |     |

 

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** **

**GUARANTY**

** **

AMENDED AND RESTATED GUARANTY dated as of May 6,2010 (the “**Guaranty**”) made by the Personslisted on the signature pages hereof under the caption “Guarantors” andthe Additional Guarantors (as defined in Section 8(b)) (suchPersons so listed and the Additional Guarantors being, collectively, the “**Guarantors**” and,individually, each a “**Guarantor**”) in favor of the Secured Parties (as defined inthe Credit Agreement referred to below).

 

**PRELIMINARY STATEMENTS**

 

WHEREAS, UHS Holdco, Inc., a Delaware corporation (the “**Parent**”) entered into that certain Guaranty dated as of May 31,2007 (the “**Existing Guaranty**”) guaranteeingthe obligations of Universal Hospital Services, Inc., a Delawarecorporation (the “**Borrower**”)under that certain Credit Agreement dated as of May 31, 2007 (the “**Existing Credit Agreement**”) among the Borrower, the Parent,the lenders and financial institutions from time to time party thereto, and GEBusiness Financial Services, Inc. (formerly known as Merrill LynchBusiness Financial Services Inc.), as administrative agent.

 

WHEREAS, the parties thereto have amended and restated the ExistingCredit Agreement pursuant to the Amended and Restated Credit Agreement dated asof May 6, 2010 (as amended, amended and restated, supplemented orotherwise modified from time to time, the “**Credit Agreement**”; the capitalized termsdefined therein and not otherwise defined herein being used herein as thereindefined) among the Borrower, the Parent, the Lenders party thereto, the InitialL/C Issuer, the Initial Swing Line Lender, GE Business Financial Services Inc.,as Administrative Agent, and GE Capital Markets, Inc. and Banc of AmericaSecurities, LLC, as Co-Lead Arrangers and as Co-Book Runners.

 

NOW, THEREFORE, in consideration of the premises andin order to induce the Lenders to make Loans and to issue Letters of Creditunder the Credit Agreement, and the Hedge Banks to enter into Secured HedgeAgreements from time to time, each Guarantor, jointly and severally with eachother Guarantor, hereby agrees to amend and restate the Existing Guaranty asfollows:

 

Section 1.  Guaranty;Limitation of Liability.  (a)  EachGuarantor hereby absolutely, unconditionally and irrevocably guarantees thepunctual payment when due, whether at scheduled maturity or on any date of arequired prepayment or by acceleration, demand or otherwise, of all Obligationsof the Borrower, in its capacity as a Borrower and not as a Guarantor, eachLoan Party guaranteeing the Obligations of the Borrower and each otherRestricted Subsidiary that is an obligor with respect to the Cash ManagementObligations now or hereafter existing (including, without limitation, anyextensions, modifications, substitutions, amendments or renewals of any or allof the foregoing Obligations), whether direct or indirect, absolute orcontingent, and whether for principal, interest, premiums, fees, indemnities,contract causes of action, costs, expenses or otherwise (such Obligations beingthe “**Guaranteed Obligations**”),and agrees to pay any and all reasonable expenses (including, withoutlimitation, reasonable fees and reasonable out-of-pocket expenses of counsel)incurred by the Administrative Agent or any other Secured Party in enforcingany rights under this Guaranty or any other Loan Document in accordance with Section 10.04of the Credit Agreement (including reasonable fees, expenses and disbursementsof any law firm or other external counsel to the Administrative Agent);  *provided*, *however*, that in no event shall the Guaranteed Obligationsof any Guarantor include any of its obligations as a Borrower under the CreditAgreement.  Without limiting thegenerality of the foregoing, each Guarantor’s liability shall extend to allamounts that constitute part of the Guaranteed Obligations and would be owed byany other Guarantor to any Secured Party under or in respect of the LoanDocuments but for the fact that they are unenforceable or notallowable due to theexistence of a bankruptcy, reorganization or similar proceeding involving suchother Guarantor.

 

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## (b)                                 Each Guarantor (other than the Borrower), and by itsacceptance of this Guaranty, the Administrative Agent and each other SecuredParty, hereby confirms that it is the intention of all such Persons that thisGuaranty and the Obligations of each Guarantor hereunder not constitute afraudulent transfer or conveyance for purposes of Bankruptcy Law (ashereinafter defined), the Uniform Fraudulent Conveyance Act, the UniformFraudulent Transfer Act or any similar foreign, federal or state Law to theextent applicable to this Guaranty and the Obligations of each Guarantorhereunder.  To effectuate the foregoingintention, the Administrative Agent, the other Secured Parties and theGuarantors hereby irrevocably agree that the Obligations of each Guarantorunder this Guaranty at any time shall be limited to the maximum amount as willresult in the Obligations of such Guarantor under this Guaranty notconstituting a fraudulent transfer or conveyance.  For purposes hereof, “**Bankruptcy Law**” means any proceeding of the type referred to in Section 8.01(f) ofthe Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal orstate Law for the relief of debtors.

##  

## (c)                                  Each Guarantor hereby unconditionally and irrevocably agreesthat in the event any payment shall be required to be made to any Secured Partyunder this Guaranty or any other guaranty, such Guarantor will contribute, tothe maximum extent permitted by Law, such amounts to each other Guarantor andeach other guarantor so as to maximize the aggregate amount paid to the SecuredParties under or in respect of the Loan Documents.

##  

## (d)                                 To the extent that any Guarantor (other than the Parent)shall be required hereunder to pay a portion of the Guaranteed Obligationsexceeding the greater of (a) the amount of the economic benefit actuallyreceived by such Guarantor from the Loans and (b) the amount suchGuarantor would otherwise have paid if such Guarantor had paid the aggregateamount of the Guaranteed Obligations (excluding the amount thereof repaid bythe Borrower) in the same proportion as such Guarantor’s net worth at the dateenforcement is sought hereunder bears to the aggregate net worth of all theGuarantors (taken together with the aggregate net worth of all other “**Guarantors**” (as such term is defined in theCredit Agreement) obligated with respect to the Guaranteed Obligations (the “**Other Guarantors**”)) at the date ofenforcement is sought hereunder, then each Other Guarantor shall reimburse suchother Guarantors for the amount of such excess, pro rata, based on therespective net worths of such Other Guarantors at the date enforcementhereunder is sought.

##  

Section 2.  GuarantyAbsolute.  Each Guarantorguarantees that the Guaranteed Obligations will be paid strictly in accordancewith the terms of the Loan Documents, regardless of any Law, regulation ororder now or hereafter in effect in any jurisdiction affecting any of suchterms or the rights of any Secured Party with respect thereto.  The Obligations of each Guarantor under or inrespect of this Guaranty are independent of the Guaranteed Obligations or anyother Obligations of any other Loan Party under or in respect of the LoanDocuments, and a separate action or actions may be brought and prosecutedagainst each Guarantor to enforce this Guaranty, irrespective of whether anyaction is brought against the Borrower or any other Loan Party or whether theBorrower or any other Loan Party is joined in any such action or actions.  The liability of each Guarantor under thisGuaranty shall be irrevocable, absolute and unconditional irrespective of, andeach Guarantor hereby irrevocably waives any defenses it may now have orhereafter acquire in any way relating to, any or all of the following:

 

### (a)                                  any lack of validity or enforceability of any Loan Documentor any agreement or instrument relating thereto;

###  

### (b)                                 any change in the time, manner or place of payment of, or inany other term of, all or any of the Guaranteed Obligations or any otherObligations of any other Loan Party under or in respect of the Loan Documents,or any other amendment or waiver of or any consent to departure from any LoanDocument, including, without limitation, any increase in the Guaranteed

 

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### Obligationsresulting from the extension of additional credit to any Loan Party or any ofits Subsidiaries or otherwise;

###  

### (c)                                  any taking, exchange, release or non-perfection of anyCollateral or any other collateral, or any taking, release or amendment orwaiver of, or consent to departure from, any other guaranty, for all or any ofthe Guaranteed Obligations;

###  

### (d)                                 any manner of application of Collateral or any othercollateral, or proceeds thereof, to all or any of the Guaranteed Obligations,or any manner of sale or other disposition of any Collateral or any othercollateral for all or any of the Guaranteed Obligations or any otherObligations of any Loan Party under the Loan Documents or any other assets ofany Loan Party or any of its Subsidiaries;

###  

### (e)                                  any change, restructuring or termination of the corporatestructure or existence of any Loan Party or any of its Subsidiaries;

###  

### (f)                                    any failure of any Secured Party to disclose to any LoanParty any information relating to the business, condition (financial orotherwise), operations, performance, properties or prospects of any other LoanParty now or hereafter known to such Secured Party (each Guarantor waiving anyduty on the part of the Secured Parties to disclose such information);

###  

### (g)                                 the failure of any other Person to execute or deliver thisGuaranty, any Guaranty Supplement (as hereinafter defined) or any otherguaranty or agreement or the release or reduction of liability of any Guarantoror other guarantor or surety with respect to the Guaranteed Obligations; or

###  

### (h)                                 any other circumstance (including, without limitation, anystatute of limitations) or any existence of or reliance on any representationby any Secured Party that might otherwise constitute a defense available to, ora discharge of, any Loan Party or any other guarantor or surety (other thanpayment of the Guaranteed Obligations in full).

###  

This Guaranty shall continueto be effective or be reinstated, as the case may be, if at any time anypayment of any of the Guaranteed Obligations is rescinded or must otherwise bereturned by any Secured Party or any other Person upon the insolvency,bankruptcy or reorganization of the Borrower or any other Loan Party orotherwise, all as though such payment had not been made.

 

Section 3.  Waiversand Acknowledgments.  (a)  EachGuarantor hereby unconditionally and irrevocably waives promptness, diligence,notice of acceptance, presentment, demand for performance, notice ofnonperformance, default, acceleration, protest or dishonor and any other noticewith respect to any of the Guaranteed Obligations and this Guaranty and anyrequirement that any Secured Party protect, secure, perfect or insure any Lienor any property subject thereto or exhaust any right or take any action againstany Loan Party or any other Person or any Collateral.

##  

## (b)                                 Each Guarantor hereby unconditionally and irrevocably waivesany right to revoke this Guaranty and acknowledges that this Guaranty iscontinuing in nature and applies to all Guaranteed Obligations, whetherexisting now or in the future.

##  

## (c)                                  Each Guarantor hereby unconditionally and irrevocably waives(i) any defense arising by reason of any claim or defense based upon anelection of remedies by any Secured Party that in any manner impairs, reduces,releases or otherwise adversely affects the subrogation, reimbursement,exoneration, contribution or indemnification rights of such Guarantor or otherrights of such Guarantor to

 

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## proceed against any of the otherLoan Parties, any other guarantor or any other Person or any Collateral and (ii) anydefense based on any right of set-off or counterclaim against or in respect ofthe Obligations of such Guarantor hereunder.

##  

## (d)                                 Each Guarantor acknowledges that the Collateral Agent may,without notice to or demand upon such Guarantor and without affecting theliability of such Guarantor under this Guaranty, foreclose under any mortgageby nonjudicial sale, and each Guarantor hereby waives any defense to therecovery by the Collateral Agent and the other Secured Parties against suchGuarantor of any deficiency after such nonjudicial sale and any defense orbenefits that may be afforded by applicable Law.

##  

## (e)                                  Each Guarantor hereby unconditionally and irrevocably waivesany duty on the part of any Secured Party to disclose to such Guarantor anymatter, fact or thing relating to the business, condition (financial orotherwise), operations, performance, properties or prospects of any other LoanParty or any of its Subsidiaries now or hereafter known by such Secured Party.

##  

## (f)                                    Each Guarantor acknowledges that it will receive substantialdirect and indirect benefits from the financing arrangements contemplated bythe Loan Documents and that the waivers set forth in Section 2 andthis Section 3 are knowingly made in contemplation of suchbenefits.

##  

Section 4.  Subrogation.  Each Guarantor herebyunconditionally and irrevocably agrees not to exercise any rights that it maynow have or hereafter acquire against the Borrower, any other Loan Party or anyother insider guarantor that arise from the existence, payment, performance orenforcement of such Guarantor’s Obligations under or in respect of thisGuaranty or any other Loan Document, including, without limitation, any rightof subrogation, reimbursement, exoneration, contribution or indemnification andany right to participate in any claim or remedy of any Secured Party againstthe Borrower, any other Loan Party or any other insider guarantor or anyCollateral, whether or not such claim, remedy or right arises in equity orunder contract, statute or common Law, including, without limitation, the rightto take or receive from the Borrower, any other Loan Party or any other insiderguarantor, directly or indirectly, in cash or other property or by set-off orin any other manner, payment or security on account of such claim, remedy orright, unless and until all of the Guaranteed Obligations (other than (x) obligationswith respect to Secured Hedge Agreements, (y) Cash Management Obligationsnot yet due and payable and (z) contingent indemnification obligations notyet accrued and payable under the Loan Documents) and all other amounts payableunder this Guaranty shall have been paid in full in cash, all Letters of Creditshall have been cash collateralized or otherwise back-stopped, in each case, onterms required by the Credit Agreement or shall have expired or been terminatedand the Commitments shall have expired or been terminated.  If any amount shall be paid to any Guarantorin violation of the immediately preceding sentence at any time prior to thelatest of (a) the payment in full in cash of the Guaranteed Obligationsand all other amounts payable under this Guaranty, (b) the Maturity Dateof the Revolving Credit Facility and (c) the latest date of cashcollateralization or other back-stop, in each case, on the terms required bythe Credit Agreement or the expiration or termination of all Letters of Credit,such amounts shall be received and held in trust for the benefit of the SecuredParties, shall be segregated from other property and funds of such Guarantorand shall forthwith be paid or delivered to the Administrative Agent in thesame form as so received (with any necessary endorsement or assignment) to becredited and applied to the Guaranteed Obligations and all other amountspayable under this Guaranty, whether matured or unmatured, in accordance withthe terms of the Loan Documents, or to be held as Collateral for any GuaranteedObligations (other than (x) obligations with respect to Secured HedgeAgreements, (y) Cash Management Obligations not yet due and payable and (z) contingentindemnification obligations not yet accrued and payable under the LoanDocuments) or other amounts payable under this Guaranty thereafterarising.  If (i) any Guarantor shallmake payment to any Secured Party of all or any part of the GuaranteedObligations, (ii) all of the Guaranteed Obligations and all other amounts,if any, payable under this Guaranty shall have been paid in full in cash, (iii) theMaturity Date of

 

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the Revolving CreditFacility shall have occurred and (iv) all Letters of Credit shall havebeen cash collateralized or otherwise back-stopped, in each case, on the termsrequired under the Credit Agreement, or shall have expired or been terminated,the Secured Parties will, at such Guarantor’s request and expense, execute anddeliver to such Guarantor appropriate documents, without recourse and withoutrepresentation or warranty, necessary to evidence the transfer by subrogationto such Guarantor of an interest in the Guaranteed Obligations resulting fromsuch payment made by such Guarantor pursuant to this Guaranty.

 

Section 5.  PaymentsFree and Clear of Taxes, Etc.  Any payment made by a Guarantorpursuant to this Guaranty which results in the imposition of Taxes which wouldnot have been imposed had the payment been made by the Borrower shall be madefree and clear of and without deduction for any such Taxes; *provided* that if a Guarantor shall be required to deduct anysuch Taxes from such payments, then (i) the sum payable shall be increasedas necessary so that after making all required deductions (including deductionsapplicable to additional sums paid under this section) the AdministrativeAgent, Lender or L/C Issuer (as the case may be) receives an amount equal tothe sum it would have received had no such deductions been made, (ii) suchGuarantor shall make such deductions and (iii) such Guarantor shall paythe full amount deducted to the relevant taxation authority or other authorityin accordance with applicable Law. For the avoidance of doubt, thisSection 5 shall be read as an obligation of the Guarantors that is inaddition to their Guarantee of the Borrower’s obligations to indemnify forTaxes and Other Taxes pursuant to Section 3.01 of the CreditAgreement and shall not relieve a Guarantor of its obligations to make paymentspursuant to Section 3.01 of the Credit Agreement on the relevantBorrower’s behalf.

##  

Section 6.  Representationsand Warranties.  Each Guarantorhereby makes each representation and warranty made in the Loan Documents by theBorrower with respect to such Guarantor and each Guarantor hereby furtherrepresents and warrants as follows:

 

### (a)                                  There are no conditions precedent to the effectiveness ofthis Guaranty that have not been satisfied or waived.

###  

### (b)                                 Such Guarantor has, independently and without reliance uponany Secured Party and based on such documents and information as it has deemedappropriate, made its own credit analysis and decision to enter into thisGuaranty and each other Loan Document to which it is or is to be a party, andsuch Guarantor has established adequate means of obtaining from each other LoanParty on a continuing basis information pertaining to, and is now and on acontinuing basis will be familiar with, the business, condition (financial orotherwise), operations, performance, properties and prospects of such otherLoan Party.

###  

Section 7.  Covenants.  Each Guarantor (other thanthe Borrower) covenants and agrees that, so long as any part of the GuaranteedObligations shall remain unpaid, any Letter of Credit shall be outstanding andnot cash collateralized or otherwise back-stopped in accordance with the Cash Collateralizationor back-to-back letter of credit provisions set forth in Section 2.03(g) ofthe Credit Agreement or any Lender shall have any Commitment, such Guarantorwill perform and observe, and cause each of its Subsidiaries to perform andobserve, all of the terms, covenants and agreements set forth in the LoanDocuments on its or their part to be performed or observed or that the Borrowerhas agreed to cause such Guarantor or such Subsidiaries to perform or observe.

 

Section 8.  Amendments,Guaranty Supplements, Etc.  (a)  No amendment or waiver ofany provision of this Guaranty and no consent to any departure by any Guarantortherefrom shall in any event be effective unless the same shall be in writingand signed by the Administrative Agent and the Required Lenders, and then suchwaiver or consent shall be effective only in the specific instance and for

 

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the specific purpose forwhich given.  Upon the sale of aGuarantor to the extent permitted in accordance with the terms of the LoanDocuments, such Guarantor (other than the Borrower) shall be automaticallyreleased from this Guaranty.  TheAdministrative Agent will, at such Guarantor’s expense, execute and deliver tosuch Guarantor such documents as such Guarantor shall reasonably request toevidence the release of such Guarantor from its Guarantee hereunder pursuant tothis Section 8; *provided* thatsuch Guarantor shall have delivered to the Administrative Agent a writtenrequest therefor and a certificate of such Guarantor to the effect that thetransaction is in compliance with the Loan Documents.  The Administrative Agent shall be authorizedto rely on any such certificate without independent investigation.

 

## (b)                                 Upon the execution and delivery by any Person of a guarantysupplement in substantially the form of Exhibit A hereto (each, a “**GuarantySupplement**”), (i) suchPerson shall be referred to as an “**Additional Guarantor**” and shall become and be a Guarantor hereunder, and eachreference in this Guaranty to a “**Guarantor**”shall also mean and be a reference to such Additional Guarantor, and eachreference in any other Loan Document to a “**Guarantor**“shall also mean and be a reference to such Additional Guarantor, and (ii) eachreference herein to “**this Guaranty**”, “**hereunder**”, “**hereof**” or words oflike import referring to this Guaranty, and each reference in any other LoanDocument to the “**Guaranty**”, “**thereunder**”, “**thereof**” or words oflike import referring to this Guaranty, shall mean and be a reference to thisGuaranty as supplemented by such Guaranty Supplement.

##  

Section 9.  Notices,Etc.  All notices and other communications provided for hereundershall be in writing (including telegraphic, telecopy, pdf or telexcommunication) and mailed, telegraphed, telecopied, telexed or delivered to it,if to any Guarantor, addressed to it in care of the Borrower at the Borrower’saddress specified in Schedule 10.02 of the Credit Agreement, if toany Agent, at its address specified in Schedule 10.02 of the Credit Agreement,if to or any Lender, at its address specified in its AdministrativeQuestionnaire, if to any Hedge Bank, at its address specified in the SecuredHedge Agreement to which it is a party, or, as to any party, at such otheraddress as shall be designated by such party in a written notice to each otherparty.  All such notices and othercommunications shall be deemed to be given or made at such time as shall be setforth in Section 10.02 of the Credit Agreement.  Delivery by telecopier or pdf of an executedcounterpart of a signature page to any amendment or waiver of anyprovision of this Guaranty or of any Guaranty Supplement to be executed anddelivered hereunder shall be effective as delivery of an original executedcounterpart thereof.

 

Section 10.  NoWaiver; Remedies.  No failure onthe part of any Secured Party to exercise, and no delay in exercising, anyright hereunder shall operate as a waiver thereof; nor shall any single orpartial exercise of any right hereunder preclude any other or further exercisethereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of anyremedies provided by Law.

 

Section 11.  Rightof Set-off.  Upon theoccurrence and during the continuance of any Event of Default, theAdministrative Agent and, after obtaining the prior written consent of theAdministrative Agent, each other Agent and each Lender and each of theirrespective Affiliates is hereby authorized at any time and from time to time,to the fullest extent permitted by Law, to set off and apply any and alldeposits (general or special, time or demand, provisional or final, butexcluding payroll, tax and trust accounts) at any time held and otherindebtedness at any time owing by such Agent, such Lender or such Affiliate toor for the credit or the account of any Guarantor against any and all of theObligations of such Guarantor now or hereafter existing under the LoanDocuments, irrespective of whether such Agent or such Lender shall have madeany demand under this Guaranty or any other Loan Document provided suchObligations shall be due and payable. Each Agent and each Lender agrees promptly to notify such Guarantorafter any such set-off and application; *provided*,*however*, that the failure to givesuch notice shall not affect the validity of such set-off and application.  The rights of each Agent and each

 

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Lender and their respectiveAffiliates under this Section are in addition to other rights and remedies(including, without limitation, other rights of set-off) that such Agent, suchLender and their respective Affiliates may have.

 

Section 12.  Indemnification.  (a)  Without limitationon any other Obligations of any Guarantor or remedies of the Secured Partiesunder this Guaranty, each Guarantor shall, to the fullest extent permitted bylaw, indemnify, defend and save and hold harmless each Secured Party and eachof their Affiliates and their respective officers, directors, employees, agentsand advisors (each, an “**IndemnifiedParty**”) from and against, any and all claims, damages, losses, liabilities andexpenses (including, without limitation, Attorney Costs) (which shall belimited to one (1) counsel to the Administrative Agent and the SecuredParties (exclusive of one local counsel to the Administrative Agent and theSecured Parties in each appropriate jurisdiction), unless (x) theinterests of the Administrative Agent and the Secured Parties are sufficientlydivergent, in which case one (1) additional counsel may be appointed and(y) if the interests of any Secured Party or group of Secured Parties(other than all of the Secured Parties) are distinctly or disproportionatelyaffected, one (1) additional counsel for such Secured Party or group of SecuredParties in connection with the execution, delivery, enforcement, performance oradministration of any Loan Document or any other agreement, letter orinstrument delivered in connection with the transactions contemplated therebyor the consummation of the transactions contemplated thereby) that may beactually incurred by or awarded against any Indemnified Party in connectionwith or as a result of any failure of any Guaranteed Obligations to be thelegal, valid and binding obligations of any Loan Party enforceable against suchLoan Party in accordance with their terms.

 

## (b)                                 Each Guarantor hereby also agrees that none of theIndemnified Parties shall have any liability (whether direct or indirect, incontract, tort or otherwise) to any of the Guarantors or any of theirrespective Affiliates or any of their respective officers, directors,employees, agents and advisors, and each Guarantor hereby agrees not to assertany claim against any Indemnified Party on any theory of liability, forspecial, indirect, consequential or punitive damages arising out of orotherwise relating to the Facilities, the actual or proposed use of theproceeds of the Loans or the Letters of Credit, the Loan Documents or any ofthe transactions contemplated by the Loan Documents.

##  

## (c)                                  Each of the Indemnified Parties hereby also agrees that noneof the Guarantors shall have any liability (whether direct or indirect, incontract, tort or otherwise) to any of the Indemnified Parties or any of theirrespective Affiliates or any of their respective officers, directors,employees, agents and advisors, and each of the Indemnified Parties herebyagrees not to assert any claim against any Guarantor on any theory ofliability, for special, indirect, consequential or punitive damages arising outof or otherwise relating to the Facilities, the actual or proposed use of theproceeds of the Loans or the Letters of Credit, the Loan Documents or any ofthe transactions contemplated by the Loan Documents.

##  

## (d)                                 Without prejudice to the survival of any of the otheragreements of any Guarantor under this Guaranty or any of the other LoanDocuments, the agreements and obligations of each Guarantor contained in Section 1(a) (withrespect to enforcement expenses), the last sentence of Section 2, Section 5and this Section 12 shall survive the payment in full of theGuaranteed Obligations and all of the other amounts payable under thisGuaranty.

##  

Section 13.  ContinuingGuaranty; Assignments under the Credit Agreement.  This Guaranty is acontinuing guaranty and shall (a) remain in full force and effect untilthe latest of (i) the payment in full in cash of the GuaranteedObligations (other than with respect to the Secured Hedge Agreement and theCash Management Obligations that are not yet due and payable and contingent indemnificationobligations for which no claim has been asserted) and all other amounts payableunder this Guaranty, (ii) the Maturity Date of the Revolving CreditFacility and (iii) the latest date of cash collateralization or otherback-stop, in each case, on the terms required by the Credit Agreement, or

 

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expiration or termination ofall Letters of Credit, (b) be binding upon each Guarantor, its successorsand assigns and (c) inure to the benefit of and be enforceable by theSecured Parties and their successors, transferees and assigns.  Without limiting the generality ofclause (c) of the immediately preceding sentence, any Secured Partymay assign or otherwise transfer all or any portion of its rights andobligations under the Credit Agreement (including, without limitation, all orany portion of its Commitments, the Loans owing to it and the Note or Notesheld by it) to any other Person, and such other Person shall thereupon becomevested with all the benefits in respect thereof granted to such Secured Partyherein or otherwise, in each case as and to the extent provided in Section 10.07of the Credit Agreement.  Except asexpressly provided in the Credit Agreement, no Guarantor shall have the rightto assign its rights hereunder or any interest herein without the prior writtenconsent of the Secured Parties.

 

Section 14.  Executionin Counterparts.  This Guarantyand each amendment, waiver and consent with respect hereto may be executed inany number of counterparts and by different parties thereto in separatecounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the sameagreement.  Delivery of an executedcounterpart of a signature page to this Guaranty by telecopier or pdfshall be effective as delivery of an original executed counterpart of thisGuaranty.

 

Section 15.  GoverningLaw; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  ThisGuaranty shall be governed by, and construed in accordance with, the laws ofthe State of New York.

 

## (b)                                 Each Guarantor and each of the Secured Parties herebyirrevocably and unconditionally submits, for itself and its property, to thenonexclusive jurisdiction of any New York State court or federal court ofthe United States of America sitting in New York City, and any appellatecourt from any thereof, in any action or proceeding arising out of or relatingto this Guaranty or any of the other Loan Documents to which it is or is to bea party, or for recognition or enforcement of any judgment, and each Guarantorand each of the Secured Parties hereby irrevocably and unconditionally agreesthat all claims in respect of any such action or proceeding may be heard anddetermined in any such New York State court or, to the extent permitted by law,in such federal court.  Each Guarantorand each of the Secured Parties and each of the Secured Parties agrees that afinal judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law.  Nothing in thisGuaranty or any other Loan Document shall affect any right that any party mayotherwise have to bring any action or proceeding relating to this Guaranty orany other Loan Document in the courts of any jurisdiction.

##  

## (c)                                  Each Guarantor and each of the Secured Parties irrevocablyand unconditionally waives, to the fullest extent it may legally andeffectively do so, any objection that it may now or hereafter have to thelaying of venue of any suit, action or proceeding arising out of or relating tothis Guaranty or any of the other Loan Documents to which it is or is to be aparty in any New York State or federal court.  Each Guarantor and each of the SecuredParties hereby irrevocably waives, to the fullest extent permitted by law, thedefense of an inconvenient forum to the maintenance of such suit, action orproceeding in any such court.

##  

## (d)                                 EACH GUARANTOR AND EACH OF THE SECURED PARTIES HEREBYIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF ORRELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECUREDPARTY OR GUARANTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE ORENFORCEMENT THEREOF.

##  

[*Remainder of Page Left Intentionally Blank*]

 

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IN WITNESS WHEREOF, each Guarantor has caused thisGuaranty to be duly executed and delivered by its officer thereunto dulyauthorized as of the date first above written.

 

 
|       | **UHS  HOLDCO, INC., as Guarantor** |
|------------|-------------------------------------|
| ** ** |                                |
| ** ** |                                |
|       | By:                                 | /s/  Rex T. Clevenger |
|       |                                | Name: Rex T. Clevenger |
|       |                                | Title: CFO & Executive Vice President |

 

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|   | **[OTHER  GUARANTORS]** |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     |   |
|   |                    | Name: |
|   |                    | Title: |

 

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**Exhibit ATo TheAmended and Restated Guaranty**

 

**FORM OF GUARANTY SUPPLEMENT**

** **

, 201  

 

GE Business Financial Services Inc., asAdministrative Agent

500 West Monroe Street

Chicago, IL 60661

Phone: (312) 441-6908

Fax: (866) 388-3572

 

Amended and Restated CreditAgreement dated as of May 6, 2010 among UNIVERSAL HOSPITAL SERVICES, INC.,a Delaware corporation (the “**Borrower**”), UHSHOLDCO, INC., a Delaware corporation (the “**Parent**”) theLenders, the Initial L/C Issuer, the Initial Swing Line Lender, GE BUSINESSFINANCIAL SERVICES INC., as Administrative Agent, and GE CAPITAL MARKETS, INC.and BANC OF AMERICA SECURITIES, LLC, as Co-Lead Arrangers and Co-Book Runners.

 

Ladies and Gentlemen:

 

Reference is made to the above-captioned Amended andRestated Credit Agreement and to the Guaranty referred to therein (suchGuaranty, as in effect on the date hereof and as it may hereafter be amended,amended and restated, supplemented or otherwise modified from time to time,together with this Guaranty Supplement, being the “**Amended andRestated Guaranty**”).  Thecapitalized terms defined in the Amended and Restated Guaranty or in theAmended and Restated Credit Agreement and not otherwise defined herein are usedherein as therein defined.

 

Section 1. Guaranty; Limitation of Liability.  (a)  Theundersigned hereby absolutely, unconditionally and irrevocably guarantees thepunctual payment when due, whether at scheduled maturity or on any date of arequired prepayment or by acceleration, demand or otherwise, of all Obligationsof the Borrower, each Loan Party guaranteeing the Obligations of the Borrowerand each other Restricted Subsidiary which is an obligor with respect to theCash Management Obligations now or hereafter existing under or in respect ofthe Loan Documents (including, without limitation, any extensions,modifications, substitutions, amendments or renewals of any or all of theforegoing Obligations), whether direct or indirect, absolute or contingent, andwhether for principal, interest, premiums, fees, indemnities, contract causesof action, costs, expenses or otherwise (such Obligations being the “**Guaranteed Obligations**”), andagrees to pay any and all expenses (including, without limitation, reasonablefees and reasonable out-of-pocket expenses of counsel) incurred by theAdministrative Agent or any other Secured Party in enforcing any rights underthis Guaranty Supplement, the Amended and Restated Guaranty or any other LoanDocument in accordance with Section 10.04 of the Amended andRestated Credit Agreement (including reasonable fees, expenses anddisbursements of any law firm or other external counsel to the AdministrativeAgent); *provided, however*, that in no eventshall the Guaranteed Obligations of any Guarantor include any of itsobligations as a Borrower under the Amended and Restated Credit Agreement.  Without limiting the generality of theforegoing, the

 

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undersigned’s liabilityshall extend to all amounts that constitute part of the Guaranteed Obligationsand would be owed by any other Loan Party to any Secured Party under or inrespect of the Loan Documents but for the fact that they are unenforceable ornot allowable due to the existence of a bankruptcy, reorganization or similarproceeding involving such other Loan Party.

 

(b)                                 Theundersigned, and by its acceptance of this Guaranty Supplement, theAdministrative Agent and each other Secured Party, hereby confirms that it isthe intention of all such Persons that this Guaranty Supplement, the Amendedand Restated Guaranty and the Obligations of the undersigned hereunder andthereunder not constitute a fraudulent transfer or conveyance for purposes ofBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform FraudulentTransfer Act or any similar foreign, federal or state law to the extentapplicable to this Guaranty Supplement, the Amended and Restated Guaranty andthe Obligations of the undersigned hereunder and thereunder.  To effectuate the foregoing intention, theAdministrative Agent, the other Secured Parties and the undersigned herebyirrevocably agree that the Obligations of the undersigned under this GuarantySupplement and the Amended and Restated Guaranty at any time shall be limitedto the maximum amount as will result in the Obligations of the undersignedunder this Guaranty Supplement and the Amended and Restated Guaranty notconstituting a fraudulent transfer or conveyance.

 

(c)                                  The undersignedhereby unconditionally and irrevocably agrees that in the event any paymentshall be required to be made to any Secured Party under this GuarantySupplement, the Amended and Restated Guaranty; or any other guaranty, theundersigned will contribute, to the maximum extent permitted by applicable law,such amounts to each other Guarantor and each other guarantor so as to maximizethe aggregate amount paid to the Secured Parties under or in respect of theLoan Documents.

 

(d)                                 To the extentthat any Guarantor (other than the Parent) shall be required hereunder to pay aportion of the Guaranteed Obligations exceeding the greater of (a) theamount of the economic benefit actually received by such Guarantor from theLoans and (b) the amount such Guarantor would otherwise have paid if suchGuarantor had paid the aggregate amount of the Guaranteed Obligations(excluding the amount thereof repaid by the Borrower) in the same proportion assuch Guarantor’s net worth at the date enforcement is sought hereunder bears tothe aggregate net worth of all the Guarantors (taken together with theaggregate net worth of all other “**Guarantors**” (assuch term is defined in the Amended and Restated Credit Agreement) obligatedwith respect to the Guaranteed Obligations (the “**OtherGuarantors**”)) at the date of enforcement is sought hereunder, theneach Other Guarantor shall reimburse such other Guarantors for the amount ofsuch excess, pro rata, based on the respective net worths of such OtherGuarantors at the date enforcement hereunder is sought.

 

Section 2. Obligations Under the Guaranty.  The undersignedhereby agrees, as of the date first above written, to be bound as a Guarantorby all of the terms and conditions of the Amended and Restated Guaranty to thesame extent as each of the other Guarantors thereunder.  The undersigned further agrees, as of thedate first above written, that each reference in the Amended and RestatedGuaranty to an “**AdditionalGuarantor**” or a “**Guarantor**”shall also mean and be a reference to the undersigned, and each reference inany other Loan Document to a “**Domestic Guarantor**” or a “**Loan Party**” shall also mean andbe a reference to the undersigned.

 

Section 3. Representations and Warranties.  The undersignedhereby makes each representation and warranty set forth in Section 6of the Amended and Restated Guaranty to the same extent as each otherGuarantor.

 

Section 4. Delivery by Telecopier.  Delivery of anexecuted counterpart of a signature page to this Guaranty Supplement bytelecopier shall be effective as delivery of an original executed counterpartof this Guaranty Supplement.

 

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Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  ThisGuaranty Supplement shall be governed by, and construed in accordance with, thelaws of the State of New York.

 

(b)                                 The undersignedhereby irrevocably and unconditionally submits, for itself and its property, tothe nonexclusive jurisdiction of any New York State court or any federalcourt of the United States of America sitting in New York City, and anyappellate court from any thereof, in any action or proceeding arising out of orrelating to this Guaranty Supplement, the Amended and Restated Guaranty or anyof the other Loan Documents to which it is or is to be a party, or forrecognition or enforcement of any judgment, and the undersigned herebyirrevocably and unconditionally agrees that all claims in respect of any suchaction or proceeding may be heard and determined in any such New York Statecourt or, to the extent permitted by law, in such federal court.  The undersigned agrees that a final judgmentin any such action or proceeding shall be conclusive and may be enforced inother jurisdictions by suit on the judgment or in any other manner provided bylaw.  Nothing in this Guaranty Supplementor the Amended and Restated Guaranty or any other Loan Document shall affectany right that any party may otherwise have to bring any action or proceedingrelating to this Guaranty Supplement, the Amended and Restated Guaranty or anyof the other Loan Documents to which it is or is to be a party in the courts ofany other jurisdiction.

 

(c)                                  The undersignedirrevocably and unconditionally waives, to the fullest extent it may legallyand effectively do so, any objection that it may now or hereafter have to thelaying of venue of any suit, action or proceeding arising out of or relating tothis Guaranty Supplement, the Amended and Restated Guaranty or any of the otherLoan Documents to which it is or is to be a party in any New York State orfederal court.  The undersigned herebyirrevocably waives, to the fullest extent permitted by law, the defense of aninconvenient forum to the maintenance of such suit, action or proceeding in anysuch court.

 

(d)                                 THE UNDERSIGNEDHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OFOR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANYSECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENTTHEREOF.

 
|   | Very  truly yours,              |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | [NAME  OF ADDITIONAL GUARANTOR] |
|   |                            |
|   |                            |
|   | By                              |   |
|   |                            | Title: |

 

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