ALLIANCE IMAGING, INC.,
as Issuer,
The GUARANTORS Named Herein,
as Guarantors,
EMBARCADERO HOLDING CORP. I,
EMBARCADERO HOLDING CORP. II,
CURACARE, INC.,
as Guarantors,
and
IBJ XXXXXXXX BANK & TRUST COMPANY
_______________________________
Fourth Supplemental Indenture
Dated as of November 13, 1998
To Indenture
of Alliance Imaging, Inc.
Dated as of December 18, 1997
for 9 5/8% Senior Subordinated Notes due 2005 and
Floating Interest Rate Subordinated Term Securities due 2005
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of November 13, 1998, among
ALLIANCE IMAGING, INC., a Delaware corporation (the "Company"), each of the
Guarantors named herein, as Guarantors, EMBARCADERO HOLDING CORP. I,
EMBARCADERO HOLDING CORP. II, and CURACARE, INC. (together, the "Successor
Guarantors"), are subsidiaries of the Company, and IBJ Xxxxxxxx Bank and
Trust Company, a New York banking corporation, as trustee (hereinafter, the
"Trustee"), under the Indenture (referred to hereinafter) pursuant to which
the Company issued its 9 5/8% Senior Subordinated Notes due 2005 and Floating
Interest Rate Subordinated Term Securities due 2005 (collectively, the
"Securities").
WITNESSETH:
WHEREAS, the Company, the Guarantors named therein, and the Trustee
executed and delivered a certain Indenture, dated as of December 18, 1997, as
amended by First Supplemental Indenture, dated as of January 30, 1998, and by
Second Supplemental Indenture, dated as of March 12, 1998, providing for the
issuance of up to an aggregate principal amount of $285,000,000 of the
Securities;
WHEREAS, the Company by appropriate action has determined that it is
desirable to amend certain provisions of the Indenture; and
WHEREAS, pursuant to a Securities Purchase Agreement dated March 12,
1998, Embarcadero Holding Corp. I is acquiring the capital stock of CuraCare,
Inc., a Delaware corporation, and Embarcadero Holding Corp. I together with
Embarcadero Holding Corp. II are acquiring the partnership interests in
American-Shared CuraCare, a California partnership; and
WHEREAS, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause the Successor Guarantors to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Successor Guarantors shall unconditionally guarantee all of the Company's
obligations under the Securities and the Indenture on the terms set forth in
the Indenture; and
WHEREAS, Section 5.02(b) of the Indenture provides that under certain
circumstances the Company is required to cause the Successor Guarantors to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Successor Guarantor shall assume all of the obligations under the
Securities and the Indenture on the terms set forth in the Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Successor Guarantors, the Company, the Guarantors named herein and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:
2
ARTICLE I
AMENDMENT
1.1 The Successor Guarantors hereby, jointly and severally with
all other Guarantors, unconditionally and irrevocably guarantee, on a senior
subordinated basis, the Company's obligations under the Indenture and the
Securities on the terms and subject to the conditions set forth in Article
Eleven of the Indenture.
1.2 Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Fourth Supplemental
Indenture shall form a part of the Indenture for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 For all purposes of this Fourth Supplemental Indenture, except
as otherwise defined or unless the context otherwise requires, capitalized
terms used herein and not defined herein shall have the meaning specified in
the Indenture.
2.2 THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
2.3 All provisions in this Fourth Supplemental Indenture respecting
the Company shall bind or inure to the benefit of (as the case may be) the
Company, its successors or assigns.
2.4 The recitals contained herein shall be taken as the statements
of the Company and the Guarantors and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the
validity of this Fourth Supplemental Indenture.
2.5 This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
3
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed as of the date first above written.
ALLIANCE IMAGING, INC.
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
ALLIANCE IMAGING OF OHIO, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
ALLIANCE IMAGING OF MICHIGAN, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
ROYAL MEDICAL HEALTH SERVICES, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
4
ALLIANCE IMAGING OF CENTRAL GEORGIA,
INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
MOBILE TECHNOLOGY INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
MEDICAL DIAGNOSTICS, INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
CENTRAL MASSACHUSETTS MRI SERVICES,
INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
5
WESTERN MASSACHUSETTS MAGNETIC
RESONANCE SERVICES, INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
EMBARCADERO HOLDING CORP. I, as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
EMBARCADERO HOLDING CORP. II, as
Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
CURACARE, INC., as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
6
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
7
