Exhibit 4.7(a)
February 20, 1997
VIA TELECOPIER AND AIRBORNE
Universal Hospital Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Re: Amendment No.2
Ladies and Gentlemen:
Reference is made to that certain Note Purchase and Private Shelf
Agreement dated as of July 24, 1996 (as amended from time to time, the
"Note Agreement") between Universal Hospital Services, Inc., a Minnesota
corporation (the "Company"), and The Prudential Insurance Company of
America ("Prudential"), pursuant to which the Company issued and sold and
Prudential purchased (i) the Company's 8.10% Series A Senior Note in the
original principal amount of $10,000,000, due July 1, 2007, and (ii) the
Company's 8.29% Series B Senior Note in the original principal amount of
$4,000,000, due June 1, 2009. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in
the Note Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 1lC of the Note Agreement, the parties hereto agree
as follows:
SECTION 1. Amendment. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:
1.1 Clause (ii) of paragraph 6A of the Note Agreement is hereby
deleted in its entirety and the following is hereby substituted therefor:
"(ii) (a) as of the end of any fiscal quarter ended on or before
March 31, 1997, Consolidated Net Income Available for Fixed Charges
for the immediately preceding twelve month period to be less than
1.50 times Fixed Charges for any such twelve month period, (b) as of
the end of any fiscal quarter ended after April 1, 1997 through and
including March 31, 1998, Consolidated Net Income Available for
Fixed Charges for the immediately preceding twelve month period to
be less than 2.00 times Fixed Charges for any such period, and (c)
as of the end of any fiscal quarter ending after April 1, 1998,
Consolidated Net Income Available for Fixed Charges for the
immediately preceding twelve month period to be less than 2.50 times
Fixed Charges for any such twelve month period."
Universal Hospital Services, Inc.
February 20, 1997
Page 2
SECTION 2. Conditions Precedent. This letter shall become effective
as of the date first above written upon the return by the Company to
Prudential (attention: Wiley X. Xxxxx) of a counterpart hereof duly
executed by the Company and Prudential.
SECTION 3. Reference to and Effect on Note Agreement. Upon the
effectiveness of this letter, each reference to the Note Agreement in any
other document, instrument or agreement shall mean and be a reference to
the Note Agreement as modified by this letter. Except as specifically set
forth in Section 1 hereof, the Note Agreement shall remain in full force
and effect and is hereby ratified and confirmed in all respects.
SECTION 4. Governing Law. THIS LETTER SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
SECTION 5. Counterparts; Section Titles. This letter may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which taken together shall constitute but one
and the same instrument. The section titles contained in this letter are
and shall be without substance, meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ P. Xxxxx xxx Xxxxxxx
----------------------------
Senior Vice President
Agreed and accepted:
UNIVERSAL HOSPITAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President of Finance and
Chief Financial Officer
