ALLIANCE IMAGING, INC.,
as Issuer,
The GUARANTORS Named Herein,
as Guarantors,
MTI ACQUISITION CORP.,
as Guarantor,
and
IBJ XXXXXXXX BANK & TRUST COMPANY
-------------------------------
First Supplemental Indenture
Dated as of January 30, 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 FIRST SUPPLEMENTAL INDENTURE, dated as of January 30, 1998,
among ALLIANCE IMAGING, INC., a Delaware corporation (the "Company"), each of
the Guarantors named herein, as Guarantors, MTI Acquisition Corp. (the "New
Guarantor Subsidiary"), 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,
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 New Guarantor Subsidiary
to execute and deliver to the Trustee a supplemental indenture pursuant to
which the New Guarantor Subsidiary 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 Guarantor Subsidiary, 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 Guarantor Subsidiary 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 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 First 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.
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ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 For all purposes of this First 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 FIRST 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 First 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 First Supplemental Indenture.
2.5 This First 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 First
Supplemental Indenture to be duly executed as of the date first above written.
ALLIANCE IMAGING, INC.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
ALLIANCE IMAGING OF OHIO, INC.,
as Guarantor
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
ALLIANCE IMAGING OF MICHIGAN, INC.,
as Guarantor
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
ROYAL MEDICAL HEALTH SERVICES, INC.,
as Guarantor
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
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ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.,
as Guarantor
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
MTI ACQUISITION CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
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