ALLIANCE IMAGING, INC.,
as Issuer,
The GUARANTORS Named Herein,
as Guarantors,
MOBILE TECHNOLOGY INC.,
as Guarantor,
and
IBJ XXXXXXXX BANK & TRUST COMPANY
-------------------------------
Second Supplemental Indenture
Dated as of March 12, 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 SECOND SUPPLEMENTAL INDENTURE, dated as of March 12, 1998,
among ALLIANCE IMAGING, INC., a Delaware corporation (the "Company"), each of
the Guarantors named herein, as Guarantors, Mobile Technology Inc. (the
"Successor Guarantor"), a subsidiary 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,
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 an Agreement and Plan of Merger between MTI
Acquisition Corp. (the "Predecessor Guarantor") and the Successor Guarantor,
the Predecessor Guarantor is merging with and into the Successor Guarantor;
and
WHEREAS, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause the Successor Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Successor Guarantor 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
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Successor Guarantor shall assume all of the Predecessor
Guarantor's 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 Guarantor, 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:
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ARTICLE I
AMENDMENT
1.1 The Successor Guarantor hereby, jointly and severally with all
other Guarantors, unconditionally and irrevocably guarantees, 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 The Successor Guarantor, the Company, the Guarantors named
herein and the Trustee hereby release the Predecessor Guarantor from all
obligations under the Securities and the Indenture.
1.3 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 Second 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 Second 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 SECOND 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 Second 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 Second Supplemental Indenture.
2.5 This Second 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
ALLIANCE IMAGING, INC.
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
ALLIANCE IMAGING OF OHIO, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
ALLIANCE IMAGING OF MICHIGAN, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
ROYAL MEDICAL HEALTH SERVICES, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
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ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.,
as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
MOBILE TECHNOLOGY INC.
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
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