EXHIBIT 4.2
RADIOLOGIX, INC.
10.5% SERIES B SENIOR NOTE
DUE 2008
CUSIP No.: ▇▇▇▇▇▇▇▇▇
No. 1 $______________
Radiologix, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of _______________________ Dollars, on
December 15, 2008.
Interest Payment Dates: June 15 and December 15 commencing June 15,
2002.
Record Dates: June 1 and December 1.
Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
RADIOLOGIX, INC.,
a Delaware corporation
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman of the Board and Chief
Executive Officer
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer and
Executive Vice President
Dated: , 2002
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This is one of the Notes described in the within-mentioned Indenture.
U.S. BANK, N.A.
By:
------------------------------------------
Authorized Signatory
Dated: , 2002
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(Back of Note)
10.5% Series B Senior Notes due 2008
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
1. Interest. Radiologix, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 10.5% per annum
from December 12, 2001 until maturity. The Company will pay interest
semi-annually in arrears on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or provided for or, if no interest has been
paid, from the Issue Date; provided, that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a Record Date
(defined below) referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be June 15,
2002. The Company shall pay interest on overdue principal and premium, if any,
from time to time on demand at the rate then in effect; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on June 1 or December 1 next preceding the Interest
Payment Date (each a "Record Date"), even if such Notes are cancelled after such
Record Date and on or before such Interest Payment Date, except as provided in
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Section 2.12 of the Indenture (as defined below) with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained in the Borough of
Manhattan, The City and State of New York for such purpose, or, at the option of
the Company, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided, that payment
by wire transfer of immediately available funds to an account within the United
States will be required with respect to principal of and interest and premium,
if any, on all Global Notes. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
3. Paying Agent and Registrar. Initially, U.S. Bank, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.
4. Indenture. The Company issued the Notes under an Indenture dated as
of December 12, 2001 ("Indenture") among the Company, the Guarantors party
thereto and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.
5. Optional Redemption.
(a) Except as set forth in clause (b) of this Section, the
Company shall not have the option to redeem the Notes pursuant to this
Section prior to December 15, 2005. The Notes will be redeemable for
cash at the option of the Company, in whole or in part, at any time on
or after December 15, 2005, upon not less than 30 days nor more than 60
days prior notice mailed by first class mail to each Holder at its last
registered address, at the following redemption prices (expressed as
percentages of the principal amount) if redeemed during the 12-month
period commencing December 15 of the years indicated below, in each
case (subject to the right of Holders of record on a Record Date to
receive the corresponding interest due on the corresponding Interest
Payment Date that is on or prior to such Redemption Date), together
with accrued and unpaid interest thereon to the Redemption Date:
YEAR PERCENTAGE
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2005........................................ 105.250%
2006........................................ 102.625%
2007 and thereafter......................... 100.000%
(b) Notwithstanding the provisions of clause (a) of this
Section, at any time or from time to time on or prior to December 15,
2004, upon any Public Equity Offering, up to 35% of the aggregate
principal amount of the Notes issued pursuant to the Indenture may be
redeemed at the option of the Company within 90 days of such Public
Equity Offering, on not less than 30 days, but not more than 60 days,
notice to each Holder of the Notes to be redeemed, with cash from the
Net Cash Proceeds of such Public Equity Offering, at a redemption price
equal to 110.500% of the principal amount thereof (subject to the right
of Holders of record on a Record Date to receive the corresponding
interest due on the Interest Payment Date that is on or prior to such
Redemption Date), together with accrued and unpaid interest thereon to
the Redemption Date; provided, however, that immediately following such
redemption not less than 65% of the aggregate principal amount of the
Notes originally issued pursuant to the Indenture on the Issue Date
remain outstanding.
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(c) Notice of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the Redemption Date to
each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but
only in integral multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the Redemption Date, interest
ceases to accrue on Notes or portions thereof called for redemption
unless the Company defaults in such payments due on the Redemption
Date.
6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.
7. Offers to Purchase.
(a) Change of Control. In the event that a Change of Control
has occurred, each Holder of Notes will have the right, at such
Holder's option, pursuant to an offer (subject only to conditions
required by applicable law, if any) by the Company (the "Change of
Control Offer"), to require the Company to repurchase all or any part
of such Holder's Notes (provided, that the principal amount of such
Notes must be $1,000 or an integral multiple thereof) on a date (the
"Change of Control Purchase Date") that is no later than 60 days after
the occurrence of such Change of Control, at a cash price equal to 101%
of the principal amount thereof (the "Change of Control Purchase
Price"), together with accrued and unpaid interest to the Change of
Control Purchase Date. The Change of Control Offer shall be made within
30 days following a Change of Control and shall remain open for 20
Business Days following its commencement (the "Change of Control Offer
Period ") or such other period as may be required by applicable law.
Upon expiration of the Change of Control Offer Period, the Company
promptly shall purchase all Notes properly tendered in response to the
Change of Control Offer.
On or before the Change of Control Purchase Date, the Company
shall (i) accept for payment Notes or portions thereof properly
tendered and not validly withdrawn pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount in cash sufficient
to pay the Change of Control Purchase Price of all Notes so tendered
and (iii) deliver to the Trustee the Notes so accepted together with an
Officers' Certificate listing the Notes or portions thereof being
purchased by the Company. The Paying Agent promptly shall pay the
Holders of Notes so accepted an amount equal to the Change of Control
Purchase Price (together with accrued and unpaid interest) and the
Trustee promptly shall authenticate and deliver to such Holders a new
Note equal in principal amount to any unpurchased portion of the Note
surrendered. Any Notes not so accepted will be delivered promptly by
the Company to the Holder thereof. The Company publicly will announce
the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Purchase Date.
(b) Asset Sale. Except as otherwise set forth in Section 4.14
of the Indenture, the Company and the Guarantors shall not, and neither
the Company nor the Guarantors shall permit any of their respective
Subsidiaries to, in one or a series of related transactions, convey,
sell, transfer, assign or otherwise dispose of, directly or indirectly,
any of their property, business or assets, including by merger or
consolidation (in the case of a Guarantor or a Subsidiary of the
Company), and including any sale or other transfer or issuance of any
Equity Interests of any Subsidiary of the Company, whether by the
Company or one of its Subsidiaries or through the issuance, sale or
transfer of Equity Interests by a Subsidiary of the Company, and
including any sale and leaseback transaction (any of the foregoing, an
"Asset Sale "), unless: (1) at least 75% of the total consideration for
such Asset Sale or series of related Asset Sales consists of cash or
Cash Equivalents; and (2) the Company receives or such Subsidiary
receives, as applicable, fair market value for such Asset Sale, such
determination to be made in good faith by the Company's Board of
Directors for Asset Sales exceeding $2,000,000. Solely for purposes of
(1) above, (a) any
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Indebtedness (other than Subordinated Indebtedness) of the Company or
such Subsidiary that is expressly assumed by the transferee in such
Asset Sale and with respect to which the Company is and its
Subsidiaries are fully and unconditionally released from any and all
obligations in connection therewith, (b) property that within 30 days
of such Asset Sale is converted into cash or Cash Equivalents;
provided, that such cash and Cash Equivalents shall be treated as Net
Cash Proceeds attributable to the original Asset Sale for which such
property was received, and (c) the fair market value, as determined in
good faith by the Board of Directors, of any asset (other than
securities) received by the Company or any Subsidiary that, in the good
faith reasonable judgment of the Company's Board of Directors, will
immediately constitute or be a part of a Related Business shall be
deemed to be cash or Cash Equivalents. Within 360 days following such
Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed
assets and property (other than notes, bonds, obligations and other
securities, except in connection with the acquisition of a Guarantor in
a Related Business) that in the good faith reasonable judgment of the
Company's Board of Directors will immediately constitute or be a part
of a Related Business of the Company or such Subsidiary (if it
continues to be a Subsidiary) immediately following such transaction;
or (b) used to retire Purchase Money Indebtedness secured by the asset
that was the subject of the Asset Sale or to permanently reduce the
amount of Indebtedness outstanding under the Credit Agreement; or (c)
applied to the optional redemption of the Notes in accordance with the
terms of the Indenture and the Company's other Indebtedness ranking on
a parity with the Notes and with similar provisions requiring the
Company to redeem such Indebtedness with the proceeds from such Asset
Sale, pro rata in proportion to the respective principal amounts (or
accreted values in the case of Indebtedness issued with an original
issue discount) of the Notes and such other Indebtedness then
outstanding. Pending the final application of any Net Cash Proceeds,
the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Cash Proceeds in any manner that is not
prohibited by the Indenture.
The accumulated Net Cash Proceeds from Asset Sales not applied
as set forth in (a), (b) or (c) of the preceding paragraph shall
constitute "Excess Proceeds". Within 30 days after the date that the
amount of Excess Proceeds exceeds $10,000,000, the Company shall apply
the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase
of the Notes and such other Indebtedness ranking on a parity with the
Notes and with similar provisions requiring the Company to make an
offer to purchase such Indebtedness with the proceeds from such Asset
Sale pursuant to a cash offer (subject only to conditions required by
applicable law, if any) (pro rata in proportion to the respective
principal amounts (or accreted values in the case of Indebtedness
issued with an original issue discount) of the Notes and such other
Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase
price of 100% of the principal amount (or accreted value in the case of
Indebtedness issued with an original issue discount) (the "Asset Sale
Offer Price") together with accrued and unpaid interest to the date of
payment. Each Asset Sale Offer shall remain open for 20 Business Days
following its commencement (the "Asset Sale Offer Period"). Upon
expiration of the Asset Sale Offer Period, the Company shall apply the
Asset Sale Offer Amount plus an amount equal to accrued and unpaid
interest, if any, to the purchase of all Indebtedness properly tendered
in accordance with the provisions hereof (on a pro rata basis if the
Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued
interest). To the extent that the aggregate amount of Notes and such
other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any
remaining Net Cash Proceeds as otherwise permitted by the Indenture
(other than for making Restricted Payments that are not Investments)
and following the consummation of each Asset Sale Offer the Excess
Proceeds amount shall be reset to zero.
8. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and
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Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, it need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a Record Date and the corresponding Interest Payment
Date.
9. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.
10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Notes or the Guarantees may be amended or supplemented with
the consent of the Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes, and any existing Default or compliance
with any provision of the Indenture, the Notes or the Guarantees may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Notes or the Guarantees may be amended or supplemented (a) to
cure any ambiguity, defect or inconsistency; (b) to add to the covenants of the
Company or the Guarantors for the benefit of the Holders, or to surrender any
right or power conferred upon the Company or the Guarantors by the Indenture or
herein; (c) to provide for collateral for or additional Guarantors of the Notes;
(d) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the obligations of the Company, herein and
in the Indenture in accordance with the terms of the Indenture; (e) to comply
with the TIA; (f) to evidence the succession of another corporation to any
Guarantor and assumption by any such successor of the Guarantee of such
Guarantor pursuant to the Indenture; (g) to evidence the release of any
Guarantor; (h) to evidence and provide for the acceptance of appointment of a
successor Trustee with respect to the Notes; (i) in any other case where a
supplemental indenture is required or permitted to be entered into pursuant to
the provisions of the Indenture without the consent of any Holder; (j) to
provide for the issuance and authorization of the Exchange Notes; or (k) to make
any change that does not adversely affect the rights of any Holder.
11. Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:
(a) the Company's failure to pay any installment of interest
on the Notes as and when the same becomes due and payable and the
continuance of any such failure for 30 days;
(b) the Company's failure to pay all or any part of the
principal of, or premium, if any, on the Notes when and as the same
becomes due and payable at maturity, redemption, by acceleration or
otherwise, including, without limitation, payment of the Change of
Control Purchase Price or the Asset Sale Offer Price on Notes validly
tendered and not properly withdrawn pursuant to a Change of Control
Offer or Asset Sale Offer, as applicable;
(c) the Company's failure or the failure by any of its
Subsidiaries to observe or perform any other covenant or agreement
contained in the Notes or the Indenture and, except for the provisions
under Section 4.3 and 4.14 and Articles V and X of the Indenture, the
continuance of such failure for a period of 60 days after written
notice is given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of
the Notes outstanding;
(d) a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudicating the Company or any of
its Significant Subsidiaries as bankrupt or insolvent,
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or approving as properly filed a petition seeking reorganization of the
Company or any of its Significant Subsidiaries under any bankruptcy or
similar law, and such decree or order shall have continued undischarged
and unstayed for a period of 60 days; or a decree, judgment or order of
a court of competent jurisdiction appointing a receiver, liquidator,
trustee, or assignee in bankruptcy or insolvency for the Company, any
of its Significant Subsidiaries, or any substantial part of the
property of any such Person, or for the winding up or liquidation of
the affairs of any such Person, shall have been entered, and such
decree, judgment, or order shall have remained in force undischarged
and unstayed for a period of 60 days;
(e) the Company or any of its Significant Subsidiaries shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall
file a petition or answer or consent seeking reorganization under any
bankruptcy or similar law or similar statute, or shall consent to the
filing of any such petition, or shall consent to the appointment of a
custodian, receiver, liquidator, trustee, or assignee in bankruptcy or
insolvency of it or any substantial part of its assets or property, or
shall make a general assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they
become due, or take any corporate action in furtherance of any of the
foregoing;
(f) a default in the Company's Indebtedness or the
Indebtedness of any of its Subsidiaries with an aggregate amount
outstanding in excess of $10,000,000 (i) resulting from the failure to
pay principal at maturity or (ii) as a result of which the maturity of
such Indebtedness has been accelerated prior to its stated maturity;
(g) unsatisfied judgments not covered by insurance aggregating
in excess of $5,000,000 at any one time rendered against the Company or
any of its Subsidiaries and not stayed, bonded or discharged within 60
days after such judgment became final and nonappealable; and
(h) any Guarantee of a Guarantor that is a Significant
Subsidiary ceases to be in full force and effect or becomes
unenforceable or invalid or is declared null and void (other than in
accordance with the terms of the Guarantee and the Indenture) or any
Guarantor denies or disaffirms its obligations under its Guarantee.
12. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.
13. No Recourse Against Others. No direct or indirect incorporator,
stockholder, employee, officer or director, as such, past, present or future, of
the Company or any Guarantor, or any successor entity, shall have any personal
liability in respect of the obligations of the Company or the Guarantors under
the Notes or the Indenture solely by reason of his or its status as such
incorporator, stockholder, employee, officer or director; provided, that this
Section 13 shall in no way limit the obligation of any Guarantor pursuant to any
Guarantee of the Notes. Each Securityholder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
14. Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.
15. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN
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(= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
16. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not
be affected by any defect in or omission of such numbers.
17. Notation of Guarantee. As more fully set forth in the Indenture,
each of the Guarantors from time to time, in accordance with the provisions of
the Indenture, shall irrevocably and unconditionally and jointly and severally
guarantee, on a senior basis, in accordance with Article XI of the Indenture, to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, that: (a) the principal of, and premium,
if any, and interest on the Notes will be paid in full when due, whether at the
Maturity Date or Interest Payment Date, by acceleration, call for redemption,
upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (b) all
other obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes will be promptly paid in full or performed, all in
accordance with the terms of the Indenture and the Notes; and (c) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration, call for redemption, upon a Change of Control Offer, upon an Asset
Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null
and void, with respect to any Guarantor who, pursuant to Article XI of the
Indenture, is released from its Guarantee or whose Guarantee otherwise ceases to
be applicable pursuant to the terms of the Indenture.
When a successor assumes all the obligations of its predecessor under
the Notes and the Indenture, the predecessor will be released from those
obligations.
18. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:
Radiologix, Inc.
3600 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
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(Insert assignee's soc. sec. or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
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Date: Your Signature:
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(Sign exactly as your name appears
on the face of this Note)
Signature Guarantee*
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*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or 10.1 of the Indenture, check the box below:
[ ] Section 4.14 [ ] Section 10.1
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.14 or Section 10.1 of the Indenture, state the
amount you elect to have purchased (in denominations of $1,000 only, except if
you have elected to have all of your Notes purchased): $___________
Date: Your Signature:
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(Sign exactly as your name appears
on the face of this Note)
Signature Guarantee*
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*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
Principal Amount of Signature of
Amount of decrease in Amount of increase in this Global Note authorized officer
Principal Amount of Principal Amount of following such of Trustee or Note
Date of Exchange this Global Note this Global Note decrease (or increase) Custodian
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GUARANTEE
The Guarantors listed below (hereinafter referred to as the
"Guarantors," which term includes any successors or assigns under the Indenture,
dated the date hereof, among the Guarantors, the Company (defined below) and
U.S. Bank, N.A., as trustee (the "Indenture") and any additional Guarantors),
jointly and severally, irrevocably and unconditionally guarantee, in accordance
with Article XI of the Indenture: (i) the due and punctual payment of the
principal of, premium, if any, and interest on the 10.5% Senior Notes due 2008
(the "Notes") of Radiologix, Inc., a Delaware corporation (the "Company"),
whether at the Maturity Date, or Interest Payment Date, by acceleration, call
for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise; (ii) the due and punctual payment or performance of all other
obligations of the Company to the Holders or the Trustee under the Indenture and
the Notes, all in accordance with the terms set forth in Article XI of the
Indenture; (iii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at maturity, by acceleration, call for redemption, upon a
Change of Control Offer, upon an Asset Sale Offer or otherwise; and (iv) the
payment of any and all costs and expenses (including attorneys' fees) incurred
by the Trustee in enforcing any rights under this Guarantee.
The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
XI of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.
No direct or indirect stockholder, employee, officer or director, as
such, past, present or future, of any of the Guarantors, or any successor
entity, shall have any personal liability in respect of the obligations of any
of the Guarantors under the Guarantees or the Indenture solely by reason of his
or its status as such stockholder, employee, officer or director; provided, that
this provision shall in no way limit the obligation of any Guarantor pursuant to
this Guarantee.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its successors and assigns
until full and final payment of all of the Company's obligations under the Notes
and Indenture or until released or legally defeased in accordance with the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and not of collectibility.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
The obligations of each Guarantor under its Guarantee shall be limited
to the extent necessary to insure that it does not constitute a fraudulent
conveyance under applicable law.
THE TERMS OF ARTICLE XI OF THE INDENTURE IS INCORPORATED HEREIN BY
REFERENCE.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
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IN WITNESS WHEREOF, each of the Guarantors has caused this instrument
to be duly executed.
Dated: , 2002
---------------
IDE IMAGING PARTNERS, INC.
PACIFIC IMAGING PARTNERS, INC.
QUESTAR IMAGING, INC.
WB&A IMAGING PARTNERS, INC.
TREASURE COAST IMAGING PARTNERS, INC.
RADIOLOGIX SERVICES, INC.
ADVANCED IMAGING PARTNERS, INC.
MID ROCKLAND IMAGING PARTNERS, INC.
RADIOLOGY AND NUCLEAR MEDICINE
IMAGING PARTNERS, INC.
COMMUNITY IMAGING PARTNERS, INC.
VALLEY IMAGING PARTNERS, INC.
ADVANCED RADIOLOGY, LLC
ADVANCED MEDICAL IMAGING, INC.
M&S IMAGING PARTNERS I, INC.
M&S IMAGING PARTNERS, L.P. (BY M&S
IMAGING PARTNERS, INC., ITS GENERAL
PARTNER)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INC.
QUESTAR TAMPA, INC.
QUESTAR ORLANDO, INC.
ROCKY MOUNTAIN OPENSCAN MRI, LLC
PREMIER ADVANCED IMAGING NETWORK,
LTD. (BY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., ITS
GENERAL PARTNER)
QUESTAR KANSAS, INC.
QUESTAR PVH, INC.
QUESTAR SAN FRANCISCO, INC.
QUESTAR HENDERSON, INC.
QUESTAR TRISTATES, INC.
QUESTAR DULUTH, INC.
QUESTAR LINCOLN, INC.
QUESTAR PALM SPRINGS, INC.
QUESTAR LOWER BUCKS, INC.
QUESTAR TOLEDO, INC.
QUESTAR LOS ALAMITOS, INC.
QUESTAR VICTORVILLE, INC.
QUESTAR COLUMBUS, INC.
QUESTAR NAPERVILLE, INC.
QUESTAR QUAKERTOWN, INC.
QUESTAR TUCSON, INC.
By:
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board and Chief
Executive Officer
15
M&S IMAGING INVESTMENTS, INC.
By:
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board and Chief
Executive Officer
16