INCREMENTAL TERM LOAN COMMITMENT AGREEMENT CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH Eleven Madison Avenue New York, New York 10010

Exhibit 10.2

INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Alliance HealthCare Services, Inc.

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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Incremental Term Loan Commitments

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement, dated as of June 3, 2013, among Alliance HealthCare Services, Inc. (“Company”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (“Administrative Agent”) (as amended, supplemented, restated, amended and restated or otherwise modified from time to time, including pursuant to the Credit Agreement Amendment described herein, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement.

Each Lender (each, an “Incremental Term Loan Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Term Loan Commitment set forth opposite its name on Annex I attached hereto (for each such Incremental Term Loan Lender, its “Incremental Term Loan Commitment”; the Loans borrowed thereunder the “Incremental Term Loans”) subject to the terms and conditions set forth herein.

Each Incremental Term Loan Lender, Company and Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto (i.e., the Initial Term Loans) and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, such Incremental Term Loans shall be deemed Initial Term Loans for all purposes of the Credit Agreement (other than for purposes of Section 2.1(a)(i), Section 2.5A, Section 4.4 and Sections 5.9A and C of the Credit Agreement) and the other applicable Loan Documents.

Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto (including all of the conditions contained therein) in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement.

Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, Administrative Agent, Company and its acknowledgement by each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of such fully executed counterparts (including by way of facsimile or other electronic transmission), (iii) the delivery to the Administrative Agent of the items described in Annexes II, III, IV and V hereto, (iv) receipt

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by the Administrative Agent and the Incremental Term Loan Lenders of a financial condition certificate dated the Agreement Effective Date, substantially in the form of Exhibit A hereto and with appropriate attachments and in any event in form and substance reasonably satisfactory to the Administrative Agent demonstrating that, assuming the incurrence of the Incremental Term Loans and the consummation of the 2009 Note Redemption, Company will be Solvent and (v) the occurrence of the First Amendment Effective Date (as defined in Amendment No. 1 to Credit Agreement and Limited Waiver, dated as of the date hereof among Company, the Lenders party thereto and the Administrative Agent (the “Credit Agreement Amendment”)), this Agreement shall be deemed to be effective (such date, the “Agreement Effective Date”). Upon satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Incremental Term Loan Closing Date”), each Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans on the date set forth in the Notice of Borrowing required to be delivered pursuant to Section 11(iii) of Annex I hereto and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents.

Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein.

Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiary Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein.

Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail).

Attached hereto as Annex III are opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel for Company and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.

Attached hereto as Annex IV are officers’ certificates, board of director resolutions and evidence of good standing of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.

Attached hereto as Annex V is evidence demonstrating that the full amount of the Loans to be made under the Incremental Term Loan Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company (after giving effect to the Credit Agreement Amendment) and its Subsidiaries (including, without

 

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limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.

Company shall pay to Administrative Agent, for distribution to each Incremental Term Loan Lender, a ticking fee equal to 1.625% per annum of each Incremental Term Loan Lender’s Incremental Term Loan Commitment (calculated on the basis of the actual number of days elapsed in a 360-day year), beginning to accrue on November 1, 2013 and payable to each Incremental Term Loan Lender on the earlier of (1) the date of termination of the Incremental Term Loan Commitments and (2) the Incremental Term Loan Closing Date (the “Incremental Ticking Fee”).

You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on October 11, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed canceled.

After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.6 of the Credit Agreement.

The Incremental Term Loan Commitments shall terminate on the earliest of (i) the borrowing of the Incremental Term Loans by Company, (ii) December 6, 2013 and (iii) the irrevocable termination of the Incremental Term Loan Commitments by notice in writing by Company to Administrative Agent and the Incremental Term Loan Lenders.

In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control.

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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD CAUSE THE LAW OF ANY OTHER JURISDICTION TO APPLY. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, COMPANY, EACH SUBSIDIARY GUARANTOR, ADMINISTRATIVE AGENT AND EACH INCREMENTAL TERM LOAN LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. COMPANY, EACH SUBSIDIARY GUARANTOR, ADMINISTRATIVE AGENT AND EACH INCREMENTAL TERM LOAN LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO. COMPANY, EACH SUBSIDIARY GUARANTOR, ADMINISTRATIVE AGENT AND EACH INCREMENTAL TERM LOAN LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

 

Agreed and Accepted

this 11th day of October, 2013:

 

ALLIANCE HEALTHCARE SERVICES, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title: Secretary

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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇
		Title: Authorized Signatory
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Authorized Signatory

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Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Loan Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto.

 

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ANNEX I

TERMS AND CONDITIONS FOR

INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

Dated as of October 11, 2013

 

1.	Name of Borrower: Alliance HealthCare Services, Inc.

 

2.	Incremental Term Loan Commitment Amounts:

 

Names of Incremental Term Loan Lenders		Amount of Incremental Term Loan Commitment
Credit Suisse AG, Cayman Islands Branch		$	70,000,000
Total Incremental Term Loan Commitment: $70,000,000

 

3.	Designation of Tranche of Incremental Term Loan Commitments (and Incremental Term Loans to be funded thereunder): To constitute part of, and be added to, the outstanding Initial Term Loans in accordance with Section 2.11C of the Credit Agreement.

 

4.	Indicate the Incremental Term Loan Funding Date: As of the date set forth in the Notice of Borrowing required to be delivered in accordance with Section 11(iii) of this Annex I.

 

5.	Incremental Term Loan Maturity Date: The Initial Term Loan Maturity Date (June 3, 2019)

 

7.	Dates for, and amounts of, Scheduled Incremental Term Loan Repayments: Each Scheduled Initial Term Loan Repayment Date and at the amounts set forth in the Credit Agreement Amendment.

 

8.	Applicable Margins: The same as those that are applicable to the Initial Term Loans.

 

9.

The proceeds of the Incremental Term Loans along with cash on hand of Company and borrowings of Revolving Loans shall be used (a) to redeem the outstanding amount of the 2009 Senior Notes in accordance with the terms of the 2009 Senior Notes Indenture (the “2009 Note Redemption”) and (b) to pay fees and expenses in connection with the 2009 Note Redemption and the Credit Agreement Amendment.

 

10.

To the extent that the 2009 Note Redemption will be consummated on a date that is more than two Business Days after the Incremental Term Loan Closing Date, the proceeds of such Incremental Term Loans shall be held in an account with the Collateral Agent until such time as it receives a written notice from Company no earlier than two Business Days

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ANNEX I

 

prior to the date the 2009 Note Redemption is consummated, upon which time the proceeds of such Incremental Term Loans shall be credited to the account of Company at the Funding and Payment Office.

 

11.	Conditions to Funding:

(i) the Agreement Effective Date shall have occurred;

(ii) upon the funding of the Incremental Term Loans on the Incremental Term Loan Closing Date, (x) payment by Company to each Incremental Term Loan Lender a fee equal to 1.00% of such Incremental Term Loan Lender’s Incremental Term Loan Commitment (the “Upfront Fee”), which Upfront Fee shall be earned, due and payable in full on the Incremental Term Loan Closing Date, (y) payment by Company of the Incremental Ticking Fee and (z) payment by Company to Credit Suisse Securities (USA) LLC all fees set forth in the Engagement Letter dated as of October 3, 2013 between Company and Credit Suisse Securities (USA) LLC;

(iii) Administrative Agent shall have received at the Notice Office on or before the Incremental Term Loan Closing Date, in accordance with the provisions of Section 2.1B of the Credit Agreement, an executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent;

(iv) Company shall have sent a notice of redemption in accordance with Section 1105 of the 2009 Senior Notes Indenture within eight Business Days of the Agreement Effective Date in connection with the 2009 Note Redemption;

(v) as of the date that the notice of redemption was sent as described in clause (iv) above, 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 that 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 such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and

(vi) no event shall have occurred and be continuing or would result from the consummation of the borrowing of the Incremental Term Loans that would constitute a Potential Event of Default or an Event of Default under Sections 8.1 or 8.6 of the Credit Agreement.

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ANNEX II

 

[Officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied]

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ANNEX III

 

[Opinions of counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement]

 

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ANNEX IV

 

[Officers’ certificates, board of director resolutions and evidence of good standing of Company and the other Loan Parties required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement]

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ANNEX V

 

[Evidence demonstrating that the full amount of the Loans to be under the Incremental Term Loan Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company (after giving effect to the Credit Agreement Amendment) and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement]

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EXHIBIT A

[FORM OF] FINANCIAL CONDITION CERTIFICATE

To the Administrative Agent and each of the Incremental

Term Loan Lenders party to the Incremental Term Loan

Commitment Agreement referred to below:

I, the undersigned, the Chief Financial Officer of Alliance HealthCare Services, Inc. (“Company”), a Delaware corporation, in that capacity only and not in my individual capacity, do hereby certify as of the date hereof that:

1. This Certificate is furnished to the Administrative Agent and the Incremental Term Loan Lenders pursuant to the Incremental Term Loan Commitment Agreement, dated as of October 11, 2013 among Company, the lenders party thereto (each, an “Incremental Term Loan Lender” and, collectively, the “Incremental Term Loan Lenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”) (including the Annexes thereto and as amended, updated, modified and supplemented from time to time, the “Incremental Term Loan Commitment Agreement”), which Incremental Term Loan Commitment Agreement is being entered into in accordance with Section 2.11 of that certain Credit Agreement, dated as of June 3, 2013 among Company, the lenders from time to time party thereto, and the Administrative Agent (as amended, updated, modified and supplemented from time to time, the “Credit Agreement”) . Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

2. Assuming the incurrence of the Incremental Term Loans (as defined in the Incremental Term Loan Commitment Agreement) and the consummation of the 2009 Note Redemption (as defined in the Incremental Term Loan Commitment Agreement):

(a) the fair value of the assets of the Company and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of the Company and its Subsidiaries, on a consolidated basis;

(b) the present fair saleable value of the assets of the Company and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Company on its debts and liabilities as they become absolute and matured;

(c) the Company and its Subsidiaries do not intend to, and do not believe that they will, on a consolidated basis, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature; and

(D) the Company and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Company’s assets would constitute unreasonably small capital.

For purposes of this Financial Condition Certificate, the amount of contingent liabilities at any time shall be computed as the amount of liabilities that, in the light of all the facts and

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circumstances existing at such time, can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

3. For purposes of this Financial Condition Certificate, I, or officers of Company and/or its Subsidiaries under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

 

(a)

Reviewed (i) the financial statements referred to in Section 5.3A of the Credit Agreement and (ii) the financial statements for the Fiscal Quarter ended June 30, 2013 delivered pursuant to Section 6.1(i)(b) of the Credit Agreement.

 

(b)

Made inquiries of certain officers of Company and its Subsidiaries that I have deemed necessary as a foundation for this Financial Condition Certificate.

 

(c)

Reviewed to my satisfaction the Incremental Term Loan Commitment Agreement, the Credit Agreement Amendment (as defined in the Incremental Term Loan Commitment Agreement) and the other Loan Documents.

IN WITNESS WHEREOF, the undersigned has set his hand this 11th day of October, 2013.