0001019687-11-003690.txt : 20111122 0001019687-11-003690.hdr.sgml : 20111122 20111122120940 ACCESSION NUMBER: 0001019687-11-003690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20111121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111122 DATE AS OF CHANGE: 20111122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RadNet, Inc. CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33307 FILM NUMBER: 111221077 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19930518 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 8-K 1 radnet_8k-112111.htm CURRENT REPORT ON FORM 8-K radnet_8k-112111.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 21, 2011
 

 
RadNet, Inc.
(Exact name of registrant as specified in its charter)
 

Delaware
 
0-19019
 
13-3326724
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
1510 Cotner Avenue
Los Angeles, California  90025
(Address of Principal Executive Offices) (Zip Code)
 
(310) 478-7808
(Registrant’s Telephone Number, Including Area Code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 


 
 

 
 

 
Item 1.01
Entry Into a Material Definitive Agreement.
 
On November 21, 2011, pursuant to that certain Indenture (the “Indenture”), dated as of April 6, 2010, by and among RadNet, Inc., a Delaware corporation, Radnet Management, Inc., a California corporation (“Radnet Management”), U.S. Bank National Association, as Trustee, and each of the guarantors party thereto, the following wholly owned subsidiaries (the “Guarantor Subsidiaries”) of Radnet Management entered into Supplemental Indentures (collectively, the “Supplemental Indentures”): (i) Raven Holdings U.S., Inc., a Delaware corporation; (ii) American Radiology Services of Delaware, Inc., a Delaware corporation; (iii) CML HealthCare Rhode Island LLC, a Delaware limited liability company; (iv) American Radiology Services LLC, a Delaware limited liability company; and (v) Radiology Alliance Delivery System, LLC, a Maryland limited liability company.
 
Pursuant to the Supplemental Indentures, the Guarantor Subsidiaries unconditionally guaranteed the $200,000,000 aggregate principal amount of 10⅜% Senior Notes due 2018 issued by Radnet Management under the Indenture.
 
The description of the Supplemental Indentures contained herein is qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibits are attached to this Current Report on Form 8-K:

       
 
Exhibit No.
 
  
Description
 
     
10.1
  
Supplemental Indenture, dated as of November 21, 2011, among Raven Holdings U.S., Inc., Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties named therein.
 
10.2  
Supplemental Indenture, dated as of November 21, 2011, among American Radiology Services of Delaware, Inc., Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties named therein..
 
10.3   Supplemental Indenture, dated as of November 21, 2011, among CML HealthCare Rhode Island LLC,  Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties named therein.  
10.4  
Supplemental Indenture, dated as of November 21, 2011, among American Radiology Services LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties named therein.
 
10.5    Supplemental Indenture, dated as of November 21, 2011, among Radiology Alliance Delivery System, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties named therein.  
       
 
 

 
 

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
     
RADNET, INC.
   
By:
 
   /S/ JEFFREY L. LINDEN
Name:
 
Jeffrey L. Linden
Title:
 
Executive Vice President and General Counsel
 
Date: November 22, 2011
 
 
EX-10.1 2 radnet_8k-ex1001.htm SUPPLEMENTAL INDENTURE radnet_8k-ex1001.htm  

Exhibit 10.1
 
SUPPLEMENTAL INDENTURE

 
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 21, 2011, among Raven Holdings U.S., Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
WITNESSETH
 
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010, providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);
 
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
 
4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
 
6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

 
     
 
 

 


IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.

 
  RAVEN HOLDINGS U.S., INC.  
       
 
By:
/S/ HOWARD G. BERGER, M.D.  
    Name: Howard G. Berger, M.D.  
    Title:  President and Treasurer   
       
 

  PARENT, ISSUER AND OTHER GUARANTORS  
       
 
By:
/S/ HOWARD G. BERGER, M.D.  
    Name:  Howard G. Berger, M.D  
    Title: Authorized Officer of Parent, Issuer and the other Guarantors  
       
 

 


[Signature Page to Supplemental Indenture - Raven Holdings U.S., Inc.]
     

 
 

 


 
   U.S. BANK NATIONAL ASSOCIATION,
as Trustee
        
By: /S/ GEORGINA THOMAS
       Name:  Georgina Thomas
       Title:  Trust Officer
 
 
 
 
 
 
 
 
 
 

 
[Signature Page to Supplemental Indenture - Raven Holdings U.S., Inc.]
 

EX-10.2 3 radnet_8k-ex1002.htm SUPPLEMENTAL INDENTURE radnet_8k-ex1002.htm  

Exhibit 10.2
 
SUPPLEMENTAL INDENTURE

 
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 21, 2011, among American Radiology Services of Delaware, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
WITNESSETH
 
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010, providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);
 
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
 
4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
 
6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
 
 

 
 
 

 
 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.

 
 
  AMERICAN RADIOLOGY SERVICES OF DELAWARE, INC.
 
 
By:  /S/ HOWARD G. BERGER, M.D.
         Name:  Howard G. Berger, M.D.
              Title:President and Treasurer
 
PARENT, ISSUER AND OTHER GUARANTORS
        
 
By:   /S/ HOWARD G. BERGER, M.D.
         Name:   Howard G. Berger, M.D.
                  Title:   Authorized Officer of Parent, Issuer and the other Guarantors
 

 
 
[Signature Page to Supplemental Indenture - American Radiology Services of Delaware, Inc.]
 
 
 

 
 
  U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
By:    /S/ GEORGINA THOMAS
          Name:  Georgina Thomas
          Title:  Trust Officer
 

 

 
 
 
 
 
 
[Signature Page to Supplemental Indenture - American Radiology Services of Delaware, Inc.]


EX-10.3 4 radnet_8k-ex1003.htm SUPPLEMENTAL INDENTURE radnet_8k-ex1003.htm  

Exhibit 10.3
 
SUPPLEMENTAL INDENTURE

 
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 21, 2011, among CML HealthCare Rhode Island LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
WITNESSETH
 
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010, providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);
 
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
 
4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
 
6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
 
 
 
 

 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.

 
  CML HEALTHCARE RHODE ISLAND LLC
        

By:    /S/ HOWARD G. BERGER, M.D.
          Name:  Howard G. Berger, M.D.
             Title:    President and Treasurer
 

PARENT, ISSUER AND OTHER GUARANTORS
        

By:    /S/ HOWARD G. BERGER, M.D.
          Name:  Howard G. Berger, M.D.
            Title:     Authorized Officer of Parent, Issuer and the other Guarantors
 
 
 
 
 
[Signature Page to Supplemental Indenture - CML HealthCare Rhode Island LLC]

 
 
 

 

 
  U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
By:     /S/ GEORGINA THOMAS
           Name: Georgina Thomas
                Title: Trust Officer
 

 

 
 
 
 
 
 
[Signature Page to Supplemental Indenture - CML HealthCare Rhode Island LLC]
 

EX-10.4 5 radnet_8k-ex1004.htm SUPPLEMENTAL INDENTURE radnet_8k-ex1004.htm  

Exhibit 10.4
 
SUPPLEMENTAL INDENTURE

 
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 21, 2011, among American Radiology Services LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
WITNESSETH
 
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010, providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);
 
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
 
4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
 
6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
 
 
 
 

 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.

 

 
  AMERICAN RADIOLOGY SERVICES LLC
 
By:     /S/ HOWARD G. BERGER, M.D.
         Name:  Howard G. Berger, M.D.
             Title:  President and Treasurer
 

PARENT, ISSUER AND OTHER GUARANTORS
 
By:     /S/ HOWARD G. BERGER, M.D.
          Name:  Howard G. Berger, M.D.
              Title:  Authorized Officer of Parent, Issuer and the other Guarantors
 
 
 
 
[Signature Page to Supplemental Indenture - American Radiology Services LLC]

 
 

 

 
 
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
By:     /S/ GEORGINA THOMAS
         Name: Georgina Thomas
              Title: Trust Officer
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Signature Page to Supplemental Indenture - American Radiology Services LLC]

EX-10.5 6 radnet_8k-ex1005.htm SUPPLEMENTAL INDENTURE radnet_8k-ex1005.htm  

SUPPLEMENTAL INDENTURE

 
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 21, 2011, among Radiology Alliance Delivery System, LLC, a Maryland limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
WITNESSETH
 
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010, providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);
 
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
 
4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
 
6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
 
 
 
 
 

 
IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.


 
  RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC
 
By:     /S/ HOWARD G. BERGER, M.D.
           Name:   Howard G. Berger, M.D.
              Title:   President and Treasurer
 

PARENT, ISSUER AND OTHER GUARANTORS

By:      /S/ HOWARD G. BERGER, M.D.
           Name:  Howard G. Berger, M.D.
              Title:   Authorized Officer of Parent, Issuer and the other Guarantors
 
 
 
 
 
 
 
 
 
 
[Signature Page to Supplemental Indenture - Radiology Alliance Delivery System, LLC]
 
 

 
 
 
  U.S. BANK NATIONAL ASSOCIATION,
      as Trustee
 
By:    /S/ GEORGINA THOMAS
          Name:  Georgina Thomas
           Title:  Trust Officer
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Signature Page to Supplemental Indenture - Radiology Alliance Delivery System, LLC]