ALLIANCE IMAGING, INC.,
as Issuer,
The GUARANTORS Named Herein,
as Guarantors,
MEDICAL DIAGNOSTICS, INC.,
as Guarantor,
CENTRAL MASSACHUSETTS MRI SERVICES, INC.,
as Guarantor,
WESTERN MASSACHUSETTS MAGNETIC RESONANCE SERVICES, INC.,
as Guarantor,
and
IBJ XXXXXXXX BANK & TRUST COMPANY
-------------------------------
Third Supplemental Indenture
Dated as of May 19, 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 THIRD SUPPLEMENTAL INDENTURE, dated as of May 19, 1998, among
ALLIANCE IMAGING, INC., a Delaware corporation (the "Company"), each of the
Guarantors named herein, as Guarantors, Medical Diagnostics, Inc., Central
Massachusetts MRI Services, Inc. and Western Massachusetts Magnetic Resonance
Services, Inc. (the "Successor Guarantors"), 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, 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 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 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:
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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 Third 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 Third 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 Third 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 Third Supplemental Indenture.
2.5 This Third 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 Third
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., as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
MEDICAL DIAGNOSTICS, INC., as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
CENTRAL MASSACHUSETTS MRI SERVICES,
INC., as Guarantor
By: /s/ XXXXXXX X. XXX
----------------------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President and CFO
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WESTERN MASSACHUSETTS MAGNETIC RESONANCE
SERVICES, INC., as Guarantor
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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