radnet_10q-ex1015.htm








EXHIBIT 10.15


 


 


LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as of April 5, 2007, by and among RADNET MANAGEMENT, INC., a California corporation (the "Borrower"), the other persons designated as Credit Parties on the signature pages hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent ("Agent") and the Persons signatory thereto from time to time as Lenders.  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (each as hereinafter defined).


 


RECITALS


 


WHEREAS, the borrower, the Credit Parties, Agent and Lenders have entered into that certain Credit Agreement dated as of November 15, 2006 (as further amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"); and


 


WHEREAS, the Borrowers, Agent and Requisite Lenders have agreed to the limited waiver and amendments as set forth herein;


 


NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:


 


1.           Limited Waiver.  The Agent and Requisite Lenders hereby waive any breach of Section 6.2(a) of the Credit Agreement, and any Default or Event of Default as a result thereof, solely to the extent that Borrower failed to deliver the Financial Statements for the Fiscal Month ending January 31, 2006 on or prior to March 17, 2007, so long as such Financial Statement are delivered on or prior to ______ __, 2007.


 


2.           Amendment to Section 6.2(a)(i).  Section 6.2(a)(i) of the Credit Agreement is hereby amended by replacing the phrase "forty-five (45) days" with the phrase "forty-five (45) days (or sixty days (60) with respect to each Fiscal Month ending on or after February 28, 207 but on or prior to August 31, 2007)".


 


3.           Amendment to Section 6.1(a)(iii).  Section 6.2(a)(iii) is hereby amended by replacing the phrase "forty-five (45) days" with the phrase "forty-five (45) days (or if Holding files and extension with the Securities & Exchange Commission, [fifty (50) days]; provided, that Borrower has given Agent a written explanation forty-five (45) days after the end of the applicable Fiscal Quarter of Holdings, in form and substance reasonably acceptable to Agent, regarding the need for such extension)".


 


4.           Representations and Warranties of Credit Parties.  The Credit Parties represent and warrant that:


 


(a)           the execution, delivery and performance by the Credit Parties of this Amendment have been duly authorized by all necessary corporate action required on its part and this Amendment is a legal, valid and binding obligation of the Credit Parties enforceable against the Credit Parties in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding inequity or at law); and


 






  





  











  






 


 


(b)           after giving effect to this Amendment, each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date.


 


5.           Conditions To Effectiveness.  This Amendment shall he effective upon the execution and delivery of this Amendment by the Agent, Requisite Lenders and the Credit Parties.


 


6.           Reference To And Effect Upon The Credit Agreement.


 


(a)           The Credit Agreement and the other Loan Documents shall remain in full force and effect, as amended hereby, and are hereby ratified and confirmed.


 


(b)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver or amendment of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.


 


7.           Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY  AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE Of NEW YORK.


 


8.           Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.


 


9.           Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall he deemed an original, but all such counterparts shall constitute one and the same instrument.


 


10.           Reaffirmation of Guaranties.  The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.


 






  





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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.


 


 



	 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President





 



 



	 	PRIMEDEX HEALTH SYSTEMS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President









 




 



	 	BEVERLY RADIOLOGY MEDICAL GROUP III
	 	 
	 	By: ProNet Imaging Medical Group, Inc., its general partner 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President


	 	 
	 	By: Beverly Radiology Medical Group, Inc., its general partner 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	Title: President







 




 


 


 




  





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	 	PRONET IMAGING MEDICAL GROUP, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President











 


                                               




	 	BEVERLY RADIOLOGY MEDICAL GROUP, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President







 





 




	 	RADNET SUB, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President







 







 




	 	SOCAL MR SITE MANAGEMENT, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President







 








 




	 	RADNET MANAGEMENT I, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President









 


 




	 	RADNET MANAGEMENT II, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President







 














 




  





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	 	RADNET MANAGED IMAGING SERVICES, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President







 



 






	 	DIAGNOSTIC IMAGING SERVICES, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: Chief Financial Officer















 



 






	 	RADIOLOGIX, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President















 



 






	 	ADVANCED IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President




























 






	 	IDE IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President















 


 


 


 




  





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	 	MID ROCKLAND IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President















 










	 	PACIFIC IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

































	 	QUESTAR IMAGING, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President
































	 	TREASURE COAST IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President















 











	 	COMMUNITY IMAGING PARTNERS, INC.
	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 


 


 




  





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RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.


	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 










	 	
VALLEY IMAGING PARTNERS, INC.


	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 










	 	

QUESTAR DULUTH, INC.




	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 










	 	

QUESTAR LOS ALAMITOS, INC.




	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 










	 	

QUESTAR VICTORVILLE, INC.




	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President















































































  





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ROCY MOUNTAIN OPENSCAN MRI, LLC




	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President


























 











	 	

FRI, INC.




	 	 
	 	 
	 	By:  /s Howard G. Berger, M.D.                          
	 	Name: Howard G. Berger, M.D. 
	 	
Title: President

















 


 


 


 


 


 


 




  





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GENERAL ELECTRIC CAPITAL




	 	CORPORATION
	 	as Agent and a Lender 
	 	 
	 	 
	 	By:  /s/ Andrew Moore                                         
	 	Duly Authorized Signatory
	 	
 

















 










 


 


 


 


 


 




  





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[INSERT NAME OF LENDER] as Lender




	 	 
	 	 
	 	By:                                                                                                         
	 	Name: 
	 	
Title:

















 














 


 


 


 


 


 


 


 


 


 


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