Exhibit 4.7


 


FOURTH AMENDMENT


 


DATED AS OF DECEMBER 19, 2005


 


TO


 


CREDIT AGREEMENT


 


DATED AS OF NOVEMBER 2, 1999


 


AMONG


 


ALLIANCE IMAGING, INC.,


 


as Borrower,


 


THE LENDERS LISTED HEREIN,


 


as Lenders,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Administrative Agent,


 


CITICORP NORTH AMERICA, INC.,


 


as Syndication Agent,


 


and


 


LEHMAN BROTHERS COMMERCIAL PAPER INC.


 


and MERRILL LYNCH &CO.,


 


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


 


as Co-Documentation Agents


 





















 


ALLIANCE IMAGING, INC.


FOURTH AMENDMENT


TO CREDIT AGREEMENT


 


This FOURTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”)
is dated as of December 19, 2005 and entered into by and among Alliance
Imaging, Inc., a Delaware corporation (“Company”),
the financial institutions listed on the signature pages hereof (“Lenders”), Deutsche Bank Trust Company Americas, as
administrative agent for Lenders (“Administrative
Agent”), Citicorp North America, Inc.
as Syndication Agent (“Syndication Agent”),
Lehman Commercial Paper Inc. and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated as Co-Documentation Agents (each,
a “Co-Documentation Agent” and
collectively, “Documentation Agent”), Deutsche Bank Trust Company Americas, as collateral agent (“Collateral Agent”)
and, for purposes of Section 4 hereof, the Credit Support Parties (as
defined in Section 4 hereof) listed on the signature pages hereof,
and is made with reference to that certain Credit Agreement, dated as of November 2,
1999, as amended by that certain First Amendment dated as of May 11, 2000,
as further amended by that certain Second Amendment dated as of June 10,
2002, as further amended by that certain Third Amendment dated as of December 29,
2004 (as so amended, the “Credit Agreement”),
by and among Company, Lenders, Administrative Agent, Syndication Agent and
Documentation Agent.  Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.


 


RECITALS


 


WHEREAS,
Company and Lenders desire to amend the Credit Agreement on, and subject to,
the terms, conditions and agreements set forth herein, to modify certain
financial covenants set forth therein;


 


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


 


Section 1.                                          AMENDMENTS
TO THE CREDIT AGREEMENT


 


1.1                               Amendments
to Section 1:  Provisions Relating
to Defined Terms.


 


A.            Subsection 1.1
of the Credit Agreement is hereby amended by adding thereto the following
definitions, which shall be inserted in proper alphabetical order:


 


“Consolidated
Senior Leverage Ratio” means, as of the last day of any Fiscal
Quarter, the ratio of (i) Consolidated Senior Debt as of such date to (ii) Consolidated
Adjusted EBITDA of Company and its Subsidiaries for the four Fiscal Quarter
period ending on such date.


 


“Consolidated
Senior Debt” means Consolidated Total Debt minus (i) the
aggregate principal amount of Subordinated Indebtedness of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP and (ii) any
other Indebtedness of


 


1





















 


Company and its Subsidiaries incurred from time to
time and subordinated in right of payment to the Obligations.


 


“Fourth
Amendment” means the Fourth
Amendment to the Credit Agreement, dated as of December 19, 2005, by and
among Company, Requisite Lenders, Collateral Agent, Syndication Agent,
Documentation Agent and Administrative Agent.


 


“Fourth
Amendment Effective Date”
means the date on which the Fourth Amendment became effective in accordance
with its terms.


 


B.            Subsection 1.1
of the Credit Agreement is hereby further amended by deleting the definitions
of “Applicable Tranche C Base Rate Margin”, “Applicable Tranche C LIBOR Margin”,
and “Consolidated Adjusted EBITDA” in their entirety, and substituting the
following therefore, respectively:


 


“Applicable
Tranche C Base Rate Margin” means with respect to any date of
determination on and after the Fourth Amendment Effective Date, a rate per
annum equal to 1.50%.


 


“Applicable
Tranche C LIBOR Margin” means with respect to any date of
determination on and after the Fourth Amendment Effective Date, a rate per
annum equal to 2.50%.


 


“Consolidated
Adjusted EBITDA” means, with respect to any Person for any period,
an amount equal to (i) Consolidated Net Income plus (ii) to
the extent the following items are deducted in calculating such Consolidated
Net Income, the sum, without duplication, of the amounts for such period of (a) Consolidated
Interest Expense, (b) taxes computed on the basis of income, (c) total
depreciation expense, (d) total amortization expense (including
amortization of deferred financing fees), (e) any expenses or charges
incurred in connection with any issuance of debt or equity Securities
(including upfront fees payable in respect of bank facilities), (f) any
restructuring charges or reserves, (g) any expenses or charges relating to
the Recapitalization, (h) any fees and expenses related to Acquisitions
and Investments permitted hereunder or acquisitions consummated prior to the
date hereof, (i) any other non-cash charges, (j) any deduction for
minority interest expense, (k) severance charges for such period, not to exceed
$750,000 for any one Fiscal Year and (l) any other non-recurring charges minus (iii) to
the extent the following items are added in calculating such Consolidated Net
Income, the sum, without duplication, of the amounts for such period of (a) any
non-recurring gains, and (b) any non-cash gains, all of the foregoing as
determined on a consolidated basis for such Person and its Subsidiaries in
conformity with GAAP; provided that, for purposes of subsections 7.6 and
7.7(ii) only, (X) Consolidated Adjusted EBITDA of any Included Pro Forma
Entity (other than any Unrestricted Subsidiary redesignated as a Subsidiary of
Company) shall be increased (if positive) or decreased (if negative) by any Pro
Forma Adjustment applicable thereto and (Y) Consolidated Adjusted EBITDA of
Company and its Subsidiaries shall be increased (if positive) or decreased (if
negative) by the Net EBITDA Adjustment.


 


2





















 


1.2                               Amendments
to Subsection 7.6: Financial Covenants.


 


A.            Subsection 7.6B
is hereby amended by deleting the text of such subsection in its entirety
and by substituting therefor the following “Maximum
Leverage Ratio.  Company shall
not permit the Consolidated Leverage Ratio as of the last day of any Fiscal
Quarter ending on or after the Fourth Amendment Effective Date to exceed
4.00:1.00.”.


 


B.            Subsection 7.6
is hereby further amended by adding a new subparagraph (C) at the end
thereof as follows:


 


“C.          Maximum
Senior Leverage Ratio.  Company shall not permit the
Consolidated Senior Leverage Ratio as of the last day of any Fiscal Quarter
ending on or after the Fourth Amendment Effective Date to exceed 3.00:1.00.”.


 


1.3                               Amendments
to Exhibits.


 


A.            Exhibit IX
(Form of Compliance Certificate) to the Credit Agreement is hereby amended
by adding a new subparagraph (J) at the end of Attachment No. 1 thereto as
follows:


 


“J.           Maximum
Senior Leverage Ratio (as of                     ,
         )


 


	
  1.

  	
   

  	
  Consolidated Total Debt:

  	
   

  	
  $

  	
   

  
	
  2.

  	
   

  	
  Subordinated Indebtedness of Company and
  its Subsidiaries:

  	
   

  	
  $

  	
   

  
	
  3.

  	
   

  	
  Other Indebtedness of Company and its
  Subsidiaries subordinated in right of payment to the Obligations:

  	
   

  	
  $

  	
   

  
	
  4.

  	
   

  	
  Consolidated Senior Debt (J.1 minus
  J.2 minus J.3):

  	
   

  	
  $

  	
   

  
	
  5.

  	
   

  	
  Consolidated Adjusted EBITDA (F.15 above):

  	
   

  	
  $

  	
   

  
	
  6.

  	
   

  	
  Senior Leverage Ratio (J.4):(J.5):

  	
   

  	
   

  	
  :1.00

  	
   

  
	
  7.

  	
   

  	
  Maximum ratio permitted under
  subsection 7.6C:

  	
   

  	
  3.00

  	
  :1.00”.

  	
   

  



 


Section 2.                                          CONDITIONS
TO EFFECTIVENESS


 


This Amendment shall
become effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the “Fourth Amendment Effective Date”) set
forth in this Section 2:


 


A.            Corporate Documents. 
On or before the Fourth Amendment Effective Date, Company shall, and
shall cause each other Credit Support Party to, deliver to Lenders (or to
Administrative Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel), with respect to Company or
such other Credit Support Party, as the case may be, Secretary’s Certificates,
in form and substance reasonably satisfactory to Administrative Agent and dated
the Fourth Amendment Effective Date, certifying that the signature and
incumbency certificate of Company and each other Credit Support Party as
delivered or reaffirmed to Administrative Agent on the Third Amendment
Effective Date, is in full force and effect.


 


3





















 


B.            Fourth
Amendment. 
Administrative Agent shall have received from (a) the Requisite
Lenders, (b) Administrative Agent and (e) Company and the other
Credit Support Parties, a counterpart of this Amendment signed on behalf of
such party; and


 


C.            Amendment
Fee.  Company shall
have paid to Administrative Agent for the ratable benefit of each Lender that
shall have executed this Amendment on or prior to 5:00 PM New York City time on
December 19, 2005 (the “Consenting Lenders”)
an amendment fee equal to 12 1⁄2 basis points multiplied by the sum of the
aggregate principal amount of the outstanding Term Loans and Revolving Loan
Commitments held by the Consenting Lenders.


 


D.            Other
Fees.  Administrative
Agent shall have received any fees separately agreed upon between Company and
Administrative Agent.


 


E.             Completion of Proceedings. 
On or before the Fourth Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.


 


Section 3.                                          COMPANY’S
REPRESENTATIONS AND WARRANTIES


 


In order to induce
Lenders and Administrative Agent to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to Administrative Agent and each Lender that the following statements are true,
correct and complete:


 


A.            Corporate
Power and Authority. 
Each Loan Party has all requisite corporate, limited partnership or
limited liability company power and authority to enter into this Amendment and
to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”).


 


B.            Authorization
of Agreements.  The
execution and delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate, limited
partnership or limited liability company action on the part of each Loan Party,
as the case may be.


 


C.            No
Conflict.  The
execution and delivery by each Loan Party of this Amendment do not and will not
(i) violate any provision of any law or any governmental rule or
regulation applicable to such Loan Party, the Certificate or Articles of
Incorporation or other organizational documents or Bylaws of such Loan Party or
any order, judgment or decree of any court or other agency of government
binding on such Loan Party, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of such Loan Party, (iii) result in or require the
creation or


 


4





















 


imposition
of any Lien upon any of the properties or assets of such Loan Party (other than
Liens created under any of the Loan Documents in favor of Collateral Agent on
behalf of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of such Loan
Party, except for such approvals or consents which have been obtained on or
before the Fourth Amendment Effective Date and disclosed in writing to Lenders.


 


D.            Governmental
Consents.  The
execution and delivery by each Loan Party of this Amendment and the performance
by such Loan Party of the Amended Agreement by the Company do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental authority or
regulatory body.


 


E.             Binding
Obligation.  This
Amendment and the Amended Agreement have been duly executed and delivered by
each Loan Party party thereto and are the legally valid and binding obligations
of such Loan Party, enforceable against such Loan Party in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


F.             Incorporation
of Representations and Warranties From Credit Agreement.  The representations and warranties contained
in Section 5 of the Amended Agreement are and will be true, correct and
complete in all material respects on and as of the Fourth Amendment Effective
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.


 


G.            Absence
of Default.  No event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that constitutes or would
constitute an Event of Default or a Potential Event of Default after giving
effect to this Amendment.


 


Section 4.                                          ACKNOWLEDGEMENT
AND CONSENT


 


Company is a party to the
Collateral Account Agreement, pursuant to which Company has created Liens in
favor of Administrative Agent on a certain deposit account of Company upon the
occurrence of an event stated therein; the Amended and Restated Pledge
Agreement, pursuant to which Company has affirmed, among other things, the
pledge to Collateral Agent for the benefit of Secured Parties of certain
capital stock and intercompany indebtedness owned by it to secure the Secured
Obligations; and the Security Agreement, pursuant to which Company has granted
Liens in favor of Collateral Agent on certain Collateral to secure the Secured
Obligations, in each case as amended through the Fourth Amendment Effective
Date.


 


Each Subsidiary Guarantor
is a party to the Subsidiary Guaranty pursuant to which such Subsidiary
Guarantor has guarantied the Obligations; the Amended and Restated Pledge


 


5





















 


Agreement pursuant to which such Subsidiary Guarantor
has affirmed, among other things, the pledge to Collateral Agent for the
benefit of Secured Parties of certain capital stock and intercompany
indebtedness owned by it to secure the obligations of such Subsidiary Guarantor
under the Subsidiary Guaranty and Additional Debt (as defined in the Security
Agreement); and the Security Agreement pursuant to which such Subsidiary
Guarantor will grant Liens in favor of Collateral Agent on certain Collateral
to secure the obligations of such Subsidiary Guarantor under the Subsidiary
Guaranty and Additional Debt (as defined in the Security Agreement), in each
case as amended through the Fourth Amendment Effective Date.  Company and the Subsidiary Guarantors are
collectively referred to herein as the “Credit Support Parties”,
and the Collateral Account Agreement, the Amended and Restated Pledge Agreement
and the Security Agreement are collectively referred to herein as the “Credit Support Documents.”


 


Each Credit Support Party
hereby acknowledges that it has reviewed the terms and provisions of the Credit
Agreement and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. 
Each Credit Support Party hereby confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure, as the case may be, to the fullest
extent possible the payment and performance of all Secured Obligations, as the
case may be (in each case as such terms are defined in the applicable Credit
Support Document), including without limitation the payment and performance of
all such Secured Obligations, as the case may be, in respect of the Obligations
of Company now or hereafter existing under or in respect of the Amended
Agreement and the Notes defined therein. 
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.  Each
Credit Support Party represents and warrants that all representations and
warranties contained in the Amended Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true, correct and complete in all
material respects on and as of the date hereof to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.


 


Each Credit Support Party
(other than Company) acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Credit Support Party
is not required by the terms of the Credit Agreement or any other Loan Document
to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future amendments to the Credit Agreement.


 


6





















 


Section 5.                                          MISCELLANEOUS


 


A.            Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)            On and after the
Fourth Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Credit Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement shall mean and be a reference to the Amended Agreement.


 


(ii)           Except as
specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.


 


(iii)          The execution,
delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of Administrative Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.


 


B.            Fees
and Expenses.  Payment
of all costs, fees and expenses as described in subsection 10.2 of the
Credit Agreement incurred by Administrative Agent or its counsel with respect
to this Amendment and the documents and transactions contemplated hereby shall
be paid by Company as agreed upon between Company and Agents.


 


C.            Headings.  Section and subsection headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.            Applicable
Law.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


E.             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
physically attached to the same document.


 


[Remainder of
page intentionally left blank]


 


7





















 


IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 


	
   

  	
  ALLIANCE
  IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard K.
  Aihara

  	
   

  
	
   

  	
  Name:

  	
  Howard K. Aihara

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  Chief Financial Officer

  



 


S-1





















 


	
   

  	
  ALLIANCE IMAGING CENTERS, INC.

  ALLIANCE IMAGING MANAGEMENT, INC.

  ROYAL MEDICAL HEALTH SERVICES, INC.

  ALLIANCE IMAGING OF OHIO, INC.

  ALLIANCE IMAGING OF MICHIGAN, INC.

  MEDICAL CONSULTANTS IMAGING CO.

  ALLIANCE IMAGING NC, INC.

  MEDICAL DIAGNOSTICS, INC.

  WESTERN MASSACHUSETTS MAGNETIC RESONANCE SERVICES, INC.

  GREATER BOSTON MRI L.P.

  GREATER SPRINGFIELD MRI L.P.

  CURACARE, INC.

  AMERICAN SHARED-CURACARE

  SMT HEALTH SERVICES INC.

  MID-AMERICAN IMAGING, INC.

  RIA MANAGEMENT SERVICES, INC.

  GREATER BOSTON MRI SERVICES, INC.

  CENTRAL MASSACHUSETTS MRI SERVICES, INC.

  DIMENSIONS MEDICAL GROUP, INC.

  MERITUS PLS, INC.

  QUINCY MRI, L.P.

  THREE RIVERS HOLDING CORP.

  SOUTHEAST ARIZONA, INC.

  ALLIANCE MEDICAL IMAGING SOLUTIONS, LLC

  PET SCANS OF AMERICA CORP.

  ALLIANCE IMAGING FINANCIAL SERVICES, INC.

  NEW ENGLAND MOLECULAR IMAGING, LLC

   

   

  (for purposes of Section 4 only) as a Credit
  Support Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard K.
  Aihara

  	
   

  
	
   

  	
  Name:

  	
  Howard K. Aihara

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  Chief Financial Officer

  



 


S-2





















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, individually and as Administrative

  Agent, Issuing Lender and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane F.
  Rolfe

  	
   

  
	
   

  	
  Name:

  	
  Diane F. Rolfe

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anca Trifan

  	
   

  
	
   

  	
  Name:

  	
  Anca Trifan

  
	
   

  	
  Title:

  	
  Director

  
					



 


S-3





















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually and as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. P. Mahon

  	
   

  
	
   

  	
  Name:

  	
  C. P. Mahon

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-4





















 


	
   

  	
  LEHMAN COMMERCIAL PAPER INC.,

  individually and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Malloy

  	
   

  
	
   

  	
  Name:

  	
  Craig Malloy

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


 


	
   

  	
  LEHMAN BROTHERS INC., individually and

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Malloy

  	
   

  
	
   

  	
  Name:

  	
  Craig Malloy

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-5





















 


	
   

  	
  MERRILL LYNCH & CO.,

   

  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED, as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E.
  O’Brien

  	
   

  
	
   

  	
  Name:

  	
  Michael E.
  O’Brien

  
	
   

  	
  Title:

  	
  Director

  



 


 


	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION,

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E.
  O’Brien

  	
   

  
	
   

  	
  Name:

  	
  Michael E.
  O’Brien

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-6