EXHIBIT 99.5
ALLIANCE IMAGING, INC.,
as Issuer,
The GUARANTORS Named Herein,
as Guarantors,
THREE RIVERS HOLDING CORP.
SMT HEALTH SERVICES INC.
SMT INVESTMENT INC.
RIA MANAGEMENT SERVICES INC.
SMT MANAGEMENT CORP.
DIMENSIONS MEDICAL GROUP, INC.
MID AMERICAN IMAGING, INC.
SMT MOBILE I CORP.
SMT MOBILE III CORP.
SMT MOBILE IV CORP.
SMT MOBILE V CORP.
SMT MOBILE VI CORP.
SMT MOBILE VII CORP.
SMT MOBILE VIII CORP.
SMT MOBILE IX CORP.
SMT MOBILE X CORP.
as Guarantors,
and
IBJ WHITEHALL BANK & TRUST COMPANY
_______________________________
Fifth Supplemental Indenture
Dated as of May 13, 1999
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 FIFTH SUPPLEMENTAL INDENTURE, dated as of May 13, 1999, among
ALLIANCE IMAGING, INC., a Delaware corporation (the "Company"), each of the
Guarantors named herein, as Guarantors, THREE RIVERS HOLDING CORP., SMT HEALTH
SERVICES INC., SMT INVESTMENT INC., RIA MANAGEMENT SERVICES INC., SMT MANAGEMENT
CORP., DIMENSIONS MEDICAL GROUP, INC., MID AMERICAN IMAGING, INC., SMT MOBILE I
CORP., SMT MOBILE III CORP., SMT MOBILE IV CORP., SMT MOBILE V CORP., SMT MOBILE
VI CORP., SMT MOBILE VII CORP., SMT MOBILE VIII CORP., SMT MOBILE IX CORP. and
SMT MOBILE X CORP. (together, the "New Guarantors"), are subsidiaries of the
Company, and IBJ Whitehall 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, by Second
Supplemental Indenture, dated as of March 12, 1998, by Third Supplemental
Indenture, dated as of May 19, 1998 and by Fourth Supplemental Indenture, dated
as of November 13, 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 the Agreement and Plan of Merger dated April 14,
1999, Three Rivers Holding Corp., a Delaware corporation, and its subsidiaries
is merging with and into Alliance Imaging, Inc., a Delaware corporation; and
WHEREAS, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause New Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which New Guarantors
shall unconditionally guarantee all of the Company'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 New
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:
Article I
Amendment
1.1 The New 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 Fifth 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 Fifth 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 FIFTH 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 Fifth 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 Fifth Supplemental Indenture.
2.5 This Fifth 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.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
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]
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: Clerk
[SIGNATURES CONTINUED ON NEXT PAGE]
WESTERN MASSACHUSETTS MAGNETIC RESONANCE SERVICES,
INC., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Clerk
EMBARCADERO HOLDING CORP. I, as Guarantor
By: ALLIANCE IMAGING MANAGEMENT, INC., as
successor by merger
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
EMBARCADERO HOLDING CORP. II, as Guarantor
By: ALLIANCE IMAGING CENTERS, INC., as successor
by merger
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]
THREE RIVERS HOLDING CORP., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT HEALTH SERVICES INC., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
SMT INVESTMENT INC., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
RIA MANAGEMENT SERVICES INC., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MANAGEMENT CORP., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
DIMENSIONS MEDICAL GROUP, INC., as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
MID AMERICAN IMAGING, INC. , as Guarantor
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE I CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE III CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE IV CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
SMT MOBILE V CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE VI CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE VII CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE VIII CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
SMT MOBILE IX CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
SMT MOBILE X CORP.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
By: /S/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
