Exhibit 10.1


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT,
dated as of April 30, 2015 (this “Agreement”), by and among BARCLAYS BANK PLC (“Barclays”
or “Incremental Term Loan Lender”), RADNET MANAGEMENT, INC., a California corporation (“Borrower”),
RADNET, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER,
as Guarantors, and, Barclays as Administrative Agent and Collateral Agent. This Agreement shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.


 


RECITALS:


 


WHEREAS, reference
is hereby made to the Credit and Guaranty Agreement, dated as of October 10, 2012 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement’’; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among the Borrower, Holdings, the other Guarantors party thereto,
the Lenders party thereto from time to time, and Barclays, as Administrative Agent and Collateral Agent; and


 


WHEREAS, subject to
the terms and conditions of the Credit Agreement, Borrower may establish additional Incremental Term Loan Commitments by entering
into one or more Joinder Agreements with the Incremental Term Loan Lender.


 


NOW, THEREFORE, in
consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


The Incremental Term Loan
Lender hereby commits to provide the Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions
set forth below:


 


The Incremental Term Loan
Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the
financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral
Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees
that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required
to be performed by it as a Lender.


 


The Incremental Term Loan
Lender hereby agrees to extend Term Loans to the Borrower on the following terms and conditions and in accordance with the terms
and provisions of the Credit Agreement:


 


		1.	Incremental Term Loans. The parties hereto hereby acknowledge and agree that the term loans
made on the Increased Amount Date (the “Incremental Term Loans”) although funded as a separate Series of Term
Loans shall not be treated as a separate Class of Term Loans under the Loan Documents, but shall instead be treated as part of
the same Class as the Tranche B Term Loans outstanding under the Credit Agreement. Each of the parties hereto hereby agrees that
the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such Incremental Term Loans
may be treated as such Tranche B Term Loans for all purposes under the Loan Documents.



 






    	1



    	 



    

 


		2.	Incremental Term Loan Maturity Date. The Incremental Term Loan Maturity Date for the Incremental
Term Loans shall be (i) the sixth anniversary of the Closing Date, and (ii) the date on which all Tranche B Term Loans shall become
due and payable in full under the Credit Agreement, whether by acceleration or otherwise. If the Incremental Term Loan Maturity
Date falls on a day that is not a Business Day, then the Incremental Term Loan Maturity Date shall be the immediately preceding
Business Day.



 


		3.	Applicable Margin.



 


		i.	Base Rate Loans: The Applicable Margin for Incremental Term Loans that are Base Rate Loans shall
be, as of any date of determination, 2.25% per annum.



 


		ii.	Eurodollar Rate Loans: The Applicable Margin for Incremental Term Loans that are Eurodollar Rate
Loans shall be, as of any date of determination, 3.25% per annum.



 


		4.	Voluntary and Mandatory Prepayments. The principal amount of Incremental Term Loans and
the principal amounts of the existing Term Loans shall be repaid in consecutive quarterly installments in an aggregate amount equal
to $6,178,404.61 with the next payment on June 30, 2015 and then quarterly thereafter as provided in Section 2.12 of the Credit
Agreement, and Section 2.12 of the Credit Agreement is hereby amended to reflect such amounts as the Installments of Term Loans
payable on each Installment Date commencing on June 30, 2015, as set forth therein. The unpaid balance of all Term Loans, including
the Incremental Term Loans hereunder, shall be due and payable on the Tranche B Term Loan Maturity Date. The scheduled Installments
set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with
Sections 2.12, 2.13, 2.14 and 2.15 of the Credit Agreement.



 


		5.	[Reserved]



 


		6.	Proposed Borrowing. This Agreement represents Borrower’s request to borrow Incremental
Term Loans from Incremental Term Loan Lender as follows (the “Proposed Borrowing”):



 


		a.	Business Day of Proposed Borrowing: April 30, 2015



 


		b.	Amount of Proposed Borrowing: $75,000,000
	 	 	 
	 	c.	Interest rate option:



 


x
a. Base Rate Loan in the amount of $1,973,684.21


x
b. Eurodollar Rate Loans in the amount of $73,026,315.79 with an initial Interest Period ending October 10, 2015.


 


		7.	Credit Agreement Governs. Except as set forth in this Agreement, the Incremental Term Loans
shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.



 


		8.	Conditions
Precedent. The effectiveness of this Agreement and the commitments of the Incremental Term Loan Lender hereunder are subject
to the satisfaction of the following conditions on or prior to April 30, 2015 (the “Effective Date”):



  


		i.	Borrower shall have delivered or cause to be delivered the following legal opinions and documents
in form and substance reasonably satisfactory to the Administrative Agent: legal opinion of Sheppard Mullin Richter & Hampton
LLP and of Jeff Linden, general counsel to the Borrower, together with all other legal opinions and other documents reasonably
requested by Administrative Agent in connection with this Agreement;



 






    	2



    	 



    

 


		ii.	[Reserved];



 


		iii.	Borrower shall have paid or cause to be paid the reasonable expenses of the Incremental Term Loan
Lender arising in connection with the Incremental Term Loans, including the reasonable fees and expenses of its attorneys, plus
any sales, use or similar taxes arising in connection with the Incremental Term Loans, and shall have paid all other amounts due
to the arrangers of the Incremental Term Loans pursuant to any separate engagement letter with respect thereto; and



 


		iv.	Borrower shall have, on the Effective Date, paid all interest due under Section 2.08 of the Credit
Agreement with respect to all Term Loans outstanding under the Credit Agreement as if the Effective Date were the applicable Interest
Payment Date.



 


		9.	Representations and Warranties. By its execution of this Agreement, the undersigned officer,
to the best of his or her knowledge, and Borrower hereby represents and warrants that:



 


		i.	No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing
contemplated hereby that would constitute a Default or an Event of Default;



 


		ii.	Borrower has performed in all material respects all agreements and satisfied all conditions which
the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof;



 


		iii.	Holdings is in pro forma compliance with the financial tests described in Section 6.07 of the Credit
Agreement as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been delivered to
the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, after giving effect to the Incremental Term Loans,
including any acquisitions consummated with the proceeds of any Incremental Term Loans or dispositions after the beginning of the
determination period but prior to or simultaneous with the borrowing of such Incremental Term Loans; and



 


		iv.	The representations and warranties contained in the Credit Agreement and in the other Loan Documents
shall be true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of
the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case
such representations and warranties were true and correct in all material respects on and as of such earlier date; provided, that
to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation
or warranty shall be true and correct in all respects.



 


		10.	Eligible Assignee. By its execution of this Agreement, the Incremental Term Loan Lender
represents and warrants that it is an Eligible Assignee.



 


		11.	Notice. For purposes of the Credit Agreement, the initial notice address of the Incremental
Loan Lender shall be as set forth below its signature below.



 






    	3



    	 



    

 


		12.	Certifications. Delivered herewith to Administrative Agent are such forms, certificates
or other evidence with respect to United States federal income tax withholding matters as the Incremental Term Loan Lender may
be required to deliver to the Administrative Agent pursuant to subsection 2.20(c) of the Credit Agreement. For purposes of determining
withholding taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the effective date of this Agreement,
the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the
Incremental Term Loans and the Tranche B Term Loans as not qualifying as a "grandfathered obligation" within the meaning
of Treasury Regulation Section 1.1471-2(b)(2)(i).



 


		13.	Recordation of the Incremental Loans. Upon execution and delivery hereof, Administrative
Agent will record the Incremental Term Loans made by the Incremental Term Loan Lender in the Register.



 


		14.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.



 


		15.	Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior
agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.



 


		16.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.



 


		17.	Severability. Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability
of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.



 


		18.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart
thereof.



 


[Remainder of page intentionally left blank]


 






    	4



    	 



    

 


IN WITNESS WHEREOF, each of the
undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of the date first listed above.


 


BARCLAYS BANK PLC


 


 


By: /s/ Jeremy Hazan


Name: Jeremy Hazan


Title: Managing Director


 


 


 


 


 


 






    	5



    	 



    

 


RADNET MANAGEMENT, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


RADNET, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


BEVERLY RADIOLOGY MEDICAL GROUP, III


By: Beverly Radiology Medical Group, Inc., its general
partner


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


By: Breastlink Medical Group, Inc., its general partner


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


By: ProNet Imaging Medical Group, Inc., its general partner


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: Co-President


 


 


ADVANCED IMAGING PARTNERS, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


AMERICAN RADIOLOGY SERVICES LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 






    	6



    	 



    

 


AMERICAN RADIOLOGY SERVICES OF DELAWARE, 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


 


 


BREASTLINK MEDICAL GROUP, 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


 


 


DELAWARE IMAGING PARTNERS, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


DIAGNOSTICS IMAGING SERVICES, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: Vice President


 


 


FRI, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 






    	7



    	 



    

 


FRI II, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


HEALTHCARE RHODE ISLAND LLC


 


 


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


 


MID ROCKLAND IMAGING PARTNERS, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


NEW JERSEY 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


 


PRONET IMAGING MEDICAL GROUP, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: Co-President


 






    	8



    	 



    

 


QUESTAR IMAGING, 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


 


RAVEN HOLDINGS U.S., INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


RADIOLOGIX, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


RADNET MANAGED IMAGING SERVICES, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 






    	9



    	 



    

 


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


 


 


RADNET SUB, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


ROLLING OAKS IMAGING CORPORATION


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


ROLLING OAKS RADIOLOGY, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


RUTHERFORD IMAGING LLC


 


 


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


 






    	10



    	 



    

 


TREASURE COAST 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


 


 


HEALTH DIAGNOSTICS OF NEW JERSEY, L.L.C.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


IMAGE MEDICAL CORPORATION


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


ERAD, INC.


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


EAST BERGEN IMAGING, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


PROGRESSIVE X-RAY OF ENGLEWOOD, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 






    	11



    	 



    

 


PROGRESSIVE X-RAY OF KEARNEY, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


PROGRESSIVE MEDICAL IMAGING OF BLOOMFIELD, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


PROGRESSIVE MEDICAL IMAGING OF HACKENSACK, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


PROGRESSIVE MEDICAL IMAGING OF UNION CITY, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title:President


 


 


IMAGING ON CALL, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


ADVANCED NA, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


ADVANCED RADIOLOGY, LLC


 


 


By: /s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 






    	12



    	 



    

 


Consented to by:


 


BARCLAYS BANK PLC


as Administrative Agent


 


 


By: /s/ Jeremy Hazan


Name: Jeremy Hazan


Title: Managing Director


 


 


 


 


 


 


 


 


 


 


 


 






    	13



    	 



    

 


SCHEDULE A


TO JOINDER AGREEMENT


 


	
         

        Name of Lender
	
         

        Type of Commitment
	
         

        Amount

	
         

        BARCLAYS BANK PLC
	
         

        Incremental Term Loan Commitment
	
         

        $75,000,000.00

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

        Total: $75,000,000.00



 


 


 


 


 






    	14