radnet_8k-ex1001.htm











Exhibit 10.1


 


 


PLEDGE SUPPLEMENT


 


This PLEDGE SUPPLEMENT, dated February 23, 2011, is delivered by Progressive Medical Imaging of Bloomfield, LLC, a New Jersey limited liability company, East Bergen Imaging, LLC, a New Jersey limited liability company, Progressive X-Ray of Englewood, LLC, a New Jersey limited liability company, Progressive Medical Imaging of Hackensack, LLC, a New Jersey limited liability company, Imaging on Call, LLC, a New York limited liability company, Progressive X-Ray of Kearney, LLC, a New Jersey limited liability company, Progressive Medical Imaging of Union City, LLC, a New Jersey limited liability company, Advanced NA, LLC, a Delaware limited liability company, and Advanced Radiology, LLC, a Maryland limited liability company (each, a “Grantor” and collectively, the “Grantors”) pursuant to the Pledge and Security Agreement, dated as of April 6, 2010 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among RADNET MANAGEMENT, INC., the other Grantors named therein, and BARCLAYS BANK PLC, as the Collateral Agent.  Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.


 


Each Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of such Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located.  Each Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.


 


THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).


 


IN WITNESS WHEREOF, each Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of February 23, 2011.


 


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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	 



























	 	



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	 




























 




  





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SUPPLEMENT TO SCHEDULE 5.1


TO PLEDGE AND SECURITY AGREEMENT


 


GENERAL INFORMATION


 



	
(A)

	
Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:







 



	
Full Legal Name

	
Type of Organization

	
Jurisdiction of Organization

	
Chief Executive Office/Sole Place of Business

	
Organization I.D.#


	
East Bergen Imaging, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0600051377


	
Progressive X-Ray of Englewood, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0600278269


	
Progressive X-Ray of Kearney, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0400267027


	
Progressive Medical Imaging of Bloomfield, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0600229388


	
Progressive Medical Imaging of Hackensack, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0600118487


	
Progressive Medical Imaging of Union City, LLC

	
Limited liability company

	
New Jersey

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
0600101893


	
Imaging on Call, LLC

	
Limited liability company

	
New York

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
02012900


	
Advanced NA, LLC

	
Limited liability company

	
Delaware

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
3722633


	
Advanced Radiology, LLC

	
Limited liability company

	
Maryland

	
1510 Cotner Ave.


Los Angeles, CA 90025

	
W03963170













	
(B)

	
Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:







 


 


 




  





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Full Legal Name

	
Trade Name or Fictitious Business Name


	
East Bergen Imaging, LLC

	
401 Medical Imaging


	
Progressive Medical Imaging of Hackensack, LLC

	
Progressive Open MRI


	
Progressive Medical Imaging of Union City, LLC

	
Progressive Medical Imaging at the Kennedy Center


West New York Mobile Ultrasound


Secaucus Mobile Ultrasound













	
(C)

	
Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:







 



	
Grantor

	
Date of Change

	
Description of Change


	
East Bergen Imaging, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Progressive X-Ray of Englewood, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Progressive X-Ray of Kearney, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Progressive Medical Imaging of Bloomfield, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Progressive Medical Imaging of Hackensack, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Progressive Medical Imaging of Union City, LLC

	
9/7/10

	
Changed address of Chief Executive Office from 401 Sylvan Ave., Englewood Cliffs, NJ 07362 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Imaging on Call, LLC

	
12/22/10

	
Changed address of Chief Executive Office from 695 Dutchess Turnpike, Poughkeepsie, NY 12603 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Advanced NA, LLC

	
11/15/06

	
Changed address of Chief Executive Office from 7253 Ambassador Rd, Baltimore, MD 21244 to 1510 Cotner Ave., Los Angeles, CA 90025


	
Advanced Radiology, LLC

	
11/15/06

	
Changed address of Chief Executive Office from 7253 Ambassador Rd, Baltimore, MD 21244 to 1510 Cotner Ave., Los Angeles, CA 90025







 


(D)     Secured indebtedness agreements pursuant to which any Grantor is bound as debtor within past five (5) years:


 


N/A


 


 




  





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SUPPLEMENT TO SCHEDULE 5.2


TO PLEDGE AND SECURITY AGREEMENT







COLLATERAL IDENTIFICATION


 


I.   INVESTMENT RELATED PROPERTY








	
(A)

	
Pledged Stock:  None.













	
(B)

	
Pledged LLC Interests:








	
 


Grantor

	
 


Limited Liability Company

	
 


Certificated (Y/N)

	
 


Certificate No. (if any)

	
 


No. of Pledged Units

	
Percentage of Outstanding LLC Interests of the Limited Liability Company


	
New Jersey Imaging Partners, Inc.

	
East Bergen Imaging, LLC

	
N

	
N/A

	
N/A

	
100%


	
New Jersey Imaging Partners, Inc.

	
Progressive X-Ray of Englewood, LLC

	
N

	
N/A

	
N/A

	
100%


	
New Jersey Imaging Partners, Inc.

	
Progressive X-Ray of Kearney, LLC

	
N

	
N/A

	
N/A

	
100%


	
New Jersey Imaging Partners, Inc.

	
Progressive Medical Imaging of Bloomfield, LLC

	
N

	
N/A

	
N/A

	
100%


	
New Jersey Imaging Partners, Inc.

	
Progressive Medical Imaging of Hackensack, LLC

	
N

	
N/A

	
N/A

	
100%


	
New Jersey Imaging Partners, Inc.

	
Progressive Medical Imaging of Union City, LLC

	
N

	
N/A

	
N/A

	
100%


	
Radnet Management, Inc.

	
Imaging on Call, LLC

	
N

	
N/A

	
N/A

	
100%


	
Advanced Imaging Partners, Inc.

	
Advanced NA, LLC

	
N

	
N/A

	
N/A

	
100%


	
Advanced Imaging Partners, Inc.

	
Advanced Radiology, LLC

	
N

	
N/A

	
N/A

	
100%












(C)           Pledged Partnership Interests:  None.







(D)           Other Equity Interests not listed above:  None.







(E)           Pledged Debt:  None.







(F)           Securities Accounts:  None.







(G)           Deposit Accounts:  None.







(H)           Commodity Contracts and Commodity Accounts:  None.


 




  





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II.  INTELLECTUAL PROPERTY


 



	
(A)

	
Copyrights:  None.







 



	
(B)

	
Copyright Licenses:  None.







 



	
(C)

	
Patents:  None.







 



	
(D)

	
Patent Licenses:  None.







 



	
(E)

	
Trademarks:  None.







 



	
(F)

	
Trademark Licenses:  None.







 



III. COMMERCIAL TORT CLAIMS




 


None.







IV. LETTER OF CREDIT RIGHTS







None.







V.  WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES


IN POSSESSION OF COLLATERAL







None.


 


 


 




  





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SUPPLEMENT TO SCHEDULE 5.4 TO


PLEDGE AND SECURITY AGREEMENT








	
  

	
Financing Statements:







 



	
Grantor

	
Filing Jurisdiction(s)


	
East Bergen Imaging, LLC

	
New Jersey


	
Progressive X-Ray of Englewood, LLC

	
New Jersey


	
Progressive X-Ray of Kearney, LLC

	
New Jersey


	
Progressive Medical Imaging of Bloomfield, LLC

	
New Jersey


	
Progressive Medical Imaging of Hackensack, LLC

	
New Jersey


	
Progressive Medical Imaging of Union City, LLC

	
New Jersey


	
Imaging on Call, LLC

	
New York


	
Advanced NA, LLC

	
Delaware


	
Advanced Radiology, LLC

	
Maryland









 


 


 


 


 


 


 

 


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