to any Person.
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES.
RADNET MANAGEMENT, INC.
By:
Name:
Title:
EXHIBIT 1.2(e)
to
CREDIT AGREEMENT
FORM OF NOTICE OF CONVERSION/CONTINUATION
Reference is made to that certain Credit Agreement dated as of
_____________, 2006 by and among the undersigned ("BORROWER"), the other Persons
named therein as Credit Parties, General Electric Capital Corporation ("AGENT")
and the Lenders from time to time signatory thereto (including all annexes,
exhibits or schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the "CREDIT Agreement"). Capitalized terms
used herein without definition are so used as defined in the Credit Agreement.
Borrower hereby gives irrevocable notice, pursuant to SECTION 1.2(E) of
the Credit Agreement, of its request to:
(a)______on [ DATE ] convert $[________]of the aggregate outstanding
principal amount of the [_______] Loan, bearing interest at the [________] Rate,
into a(n) [________] Loan [AND, IN THE CASE OF A LIBOR LOAN, HAVING A LIBOR
PERIOD OF [_____] MONTH(S)];
[(B)_____ON [ DATE ] CONTINUE $[________]OF THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF THE [_______] LOAN, BEARING INTEREST AT THE LIBOR RATE, AS A
LIBOR LOAN HAVING A LIBOR PERIOD OF [_____] MONTH(S)].
Borrower certifies that the conversion and/or continuation of the Term
Loan C requested above is for the separate account of the Borrower in the
following amount: [$_____________].
Borrower hereby (i) certifies that no Event of Default has occurred or
is continuing on the date hereof, and on the date of the requested
conversion/continuation, before and after giving effect thereto and (ii)
reaffirms the guaranty and continuance of Agent's Liens, on behalf of itself and
Lenders, pursuant to the Collateral Documents.
RADNET MANAGEMENT, INC.
By:
Name:
Title:
EXHIBIT 8.1
to
CREDIT AGREEMENT
FORM OF ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT, dated as of the Effective Date, is entered
into between the Assignor and the Assignee (each as defined below).
The parties hereto hereby agree as follows:
BORROWER:
RADNET MANAGEMENT, INC., A CALIFORNIA CORPORATION (THE
"BORROWER")
AGENT:
GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND FOR THE
LENDERS (IN SUCH CAPACITY AND TOGETHER WITH ITS SUCCESSORS AND
PERMITTED ASSIGNS, THE "AGENT")
CREDIT
AGREEMENT: SECOND LIEN CREDIT AGREEMENT, DATED AS OF
__________, 2006, AMONG THE BORROWER, ________, AS ONE OF THE
GUARANTORS, THE LENDERS PARTY THERETO AND THE AGENT (AS THE
SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT";
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION ARE USED AS
DEFINED IN THE CREDIT AGREEMENT)
[TRADE DATE:
_________, ____]
EFFECTIVE DATE:
_________, ____
AGGREGATE AMOUNT
AGGREGATE AMOUNT
OF TERM LOAN C
OF TERM LOAN C
COMMITMENTS OR
COMMITMENTS OR
ASSIGNOR
PRINCIPAL AMOUNT
PRINCIPAL AMOUNT
(COLLECTIVELY, THE
ASSIGNEE
OF TERM LOAN C
OF TERM LOAN C
PERCENTAGE
"ASSIGNORS")
(COLLECTIVELY, THE "ASSIGNEES")
LOAN ASSIGNED
FOR ALL LENDERS
ASSIGNED
ASSIGNED