Amendment No. 7 to Credit and Guaranty Agreement dated as of April 18, 2019 by and among Radnet Management, Inc., RadNet, Inc., certain subsidiaries and affiliates of RadNet, Inc., the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent

Exhibit 10.2

AMENDMENT NO. 7 TO CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 7 TO CREDIT AND GUARANTY AGREEMENT, dated as of April 18, 2019 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among RADNET MANAGEMENT, INC., a California corporation (the “Borrower”), RADNET, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party hereto, and BARCLAYS BANK PLC, as administrative agent and collateral agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”).

RECITALS:

A.                 Reference is made to the Amended and Restated First Lien Credit and Guaranty Agreement, dated as of July 1, 2016 (as amended by that certain Amendment No. 4 to Credit and Guaranty Agreement, dated as of February 2, 2017, that certain Amendment No. 5, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement, dated as of August 22, 2017, and that certain Amendment No. 6, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement, dated as of April 18, 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment or as further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, the “Credit Agreement”), among Holdings, the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto and the Administrative Agent. Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.

B.                  The Borrower has requested certain amendments, consents and other modifications of the Existing Credit Agreement in order to, among other things, extend the Revolving Commitment Termination Date with respect to the entire aggregate principal amount of the Revolving Commitments in effect immediately prior to the Amendment No. 7 Effective Date (as defined below) (the “Existing Revolving Commitments”; and any related Revolving Loans extended thereunder, the “Existing Revolving Loans”) and the scheduled maturity date(s) with respect to any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments.

C.                  Pursuant to Section 2.25 of the Existing Credit Agreement, the Revolving Lenders party hereto (the “Amendment No. 7 Extending Revolving Lenders”) have agreed to extend the Revolving Commitment Termination Date with respect to the entire aggregate principal amount of their Existing Revolving Commitments as set forth in this Amendment (such Existing Revolving Commitments as extended and otherwise modified pursuant to the terms of this Amendment, the “Amendment No. 7 Extended Revolving Commitments”; and any related Revolving Loans thereunder, the “Amendment No. 7 Extended Revolving Loans”).

D.                 This Amendment constitutes a Revolving Extension Request and an Extension Agreement, and the Borrower is hereby notifying the Administrative Agent that it is requesting the establishment of Extended Revolving Commitments pursuant to Section 2.25 of the Existing Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.          Consent. The provisions of the Credit Agreement and the other Loan Documents to the contrary notwithstanding, subject to the satisfaction (or waiver in writing by the Amendment No. 7 Extending Revolving Lenders) of the conditions precedent set forth in Section 6 hereof, the Administrative Agent and Amendment No. 7 Extending Revolving Lenders hereby consent to the conversion of the Existing Revolving Commitments into the Amendment No. 7 Extended Revolving Commitments and the conversion of the Existing Revolving Loans into the Amendment No. 7 Extended Revolving Loans; it being understood and agreed that (i) such Amendment No. 7 Extended Revolving Commitments shall be treated as “Revolving Commitments” for all purposes of the Loan Documents and all references to “Revolving Commitments” under the Loan Documents shall be deemed to include the Amendment No. 7 Extended Revolving Commitments, and (ii) any Amendment No. 7 Extended Revolving Loans now or hereafter extended under the Amendment No. 7 Extended Revolving Commitments shall be treated as “Revolving Loans” and “Loans” for all purposes under the Loan Documents and all references to “Revolving Loans” and “Loans” under the Loan Documents shall be deemed to include the Amendment No. 7 Extended Revolving Loans, as more further set forth herein (the consent items described in this clause, the “Consent”).

It is understood and agreed by the parties hereto that the foregoing consents and agreements set forth in this Section 1 are limited solely to the extent provided in this Section 1 and shall not be deemed to constitute a consent or waiver of any other provision of the Existing Credit Agreement or any of the other Loan Documents.

Section 2.         Amendment of Existing Credit Agreement. Subject to the satisfaction (or waiver in writing by the Amendment No. 7 Extending Revolving Lenders) of the conditions precedent set forth in Section 6 hereof, the Existing Credit Agreement is hereby amended (the “Amendments”) as follows:

(a)                Section 1.01 of the Credit Agreement shall be amended by adding the following new definitions thereto in proper alphabetical order:

“Amendment No. 7” means that certain Amendment No. 7 to Credit and Guaranty Agreement, dated as of the Amendment No. 7 Effective Date, among the Borrower, the Loan Parties party thereto, the Lenders party thereto, and the Administrative Agent.

“Amendment No. 7 Effective Date” means the date on which all of the conditions contained in Section 6 of Amendment No. 7 have been satisfied or waived in accordance with the terms thereof.

“Amendment No. 7 Extended Revolving Commitments” shall have the meaning specified in Amendment No. 7.

“Amendment No. 7 Extended Revolving Loans” shall have the meaning specified in Amendment No. 7.

“Amendment No. 7 Extending Revolving Lenders” shall have the meaning specified in Amendment No. 7.

(b)                The definition of “Revolving Commitment Termination Date” is amended and restated in its entirety to read as follows:

“Revolving Commitment Termination Date” means the earliest to occur of (i) the seventh anniversary of the Restatement Effective Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.01. If the Revolving Commitment Termination Date falls on a day that is not a Business Day, then the Revolving Commitment Termination Date shall be the immediately preceding Business Day.

It is understood and agreed by the parties hereto that the foregoing amendments set forth in this Section 2 are limited solely to the extent provided therein and shall not be deemed to constitute an amendment or other modification of any other provision of the Existing Credit Agreement or any of the other Loan Documents.

Section 3.          Amendment No. 7 Extended Revolving Commitments. Effective as of the Amendment No. 7 Effective Date and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 6 hereof:

(a)                the entire aggregate principal amount of (i) the Existing Revolving Loans of each Amendment No. 7 Extending Revolving Lender are hereby reclassified as Amendment No. 7 Extended Revolving Loans with the same aggregate principal amount as the Existing Revolving Loans of such Amendment No. 7 Extending Revolving Lender and (ii) the Existing Revolving Commitments of each Amendment No. 7 Extending Revolving Lender are hereby reclassified as Amendment No. 7 Extended Revolving Commitments with the same aggregate principal amount as the Existing Revolving Commitments of such Amendment No. 7 Extending Revolving Lender;

(b)                except as expressly provided in this Amendment, (i) the terms of the Amendment No. 7 Extended Revolving Commitments and the Amendment No. 7 Extended Revolving Loans shall be identical to those applicable to the Existing Revolving Commitments and the Existing Revolving Loans, respectively, as in effect immediately prior to the Amendment No. 7 Effective Date and (ii) the Amendment No. 7 Extended Revolving Commitments and Amendment No. 7 Extended Revolving Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents; and

(c)                (i) the Amendment No. 7 Extended Revolving Commitments shall be treated as “Revolving Commitments” for all purposes of the Loan Documents and all references to “Revolving Commitments” under the Loan Documents shall be deemed to include the Amendment No. 7 Extended Revolving Commitments, and (ii) any Amendment No. 7 Extended Revolving Loans now or hereafter extended under the Amendment No. 7 Extended Revolving Commitments shall be treated as “Revolving Loans” and “Loans” for all purposes under the Loan Documents and all references to “Revolving Loans” and “Loans” under the Loan Documents shall be deemed to include the Amendment No. 7 Extended Revolving Loans.

Section 4.          Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof:

(a)                Each Loan Party has the requisite power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and each Loan Document, as amended hereby. The execution and delivery of this Amendment and the performance by each Loan Party of this Amendment and each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of each such Loan Party.

(b)                This Amendment has been duly executed and delivered by each Loan Party that is a party hereto and this Amendment is the legally valid and binding obligation of such Loan Party party hereto, enforceable against such Loan Party in accordance with its 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.

(c)                The execution, delivery and performance by the Loan Parties of this Amendment and the other Loan Documents to which they are parties and the consummation of the transactions contemplated by the Amendment and the other Loan Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Loan Party or any of its Subsidiaries, (ii) any of the Organizational Documents of any Loan Party or any of its Subsidiaries or (iii) any order, judgment or decree of any court or other agency of government binding on any Loan Party or any of its Subsidiaries; (b) 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 any Loan Party or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Loan Party or any of its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries, except for such approvals or consents which have been obtained on or before the Amendment No. 7 Effective Date (as defined below) and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

(d)                No Default or Event of Default has occurred and is continuing.

Section 5.          Reaffirmation of the Loan Parties. Each Loan Party hereby consents to this Amendment and the amendments, consents and other modifications to the Existing Credit Agreement effected hereby and confirms and agrees that each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.

Section 6.          Agreement Effectiveness; Conditions Precedent to Effectiveness. This Amendment shall become effective on the first date when, and only when, each of the applicable conditions set forth below has been satisfied (or waived) in accordance with the terms herein (such date of effectiveness, the “Amendment No. 7 Effective Date”; it being understood and agreed that the Consent shall be deemed effective immediately prior to the Amendment:

(a)                The Administrative Agent shall have received counterparts of this Amendment executed and delivered by the Borrower, Holdings, the Amendment No. 7 Extending Revolving Lenders, the Issuing Bank, the Swing Line Lender and the Administrative Agent.

(b)                The Administrative Agent shall have received a certificate or certificates of each Loan Party dated as of the Amendment No. 7 Effective Date signed by an Authorized Officer of such Loan Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party on or prior to the Amendment No. 7 Effective Date, which authorize such Loan Party to enter into this Amendment, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Loan Party either (x) have not been amended since the Restatement Effective Date or (y) are attached as an exhibit to such certificate and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party and (ii) certifying as to the matters set forth in clauses (e) and (g) below.

(c)                The Administrative Agent shall have received a certificate dated as of the Amendment No. 7 Effective Date signed by an Authorized Officer of the Borrower attaching calculations (in reasonable detail) demonstrating compliance with the financial tests described in Section 6.07 of the Existing Credit Agreement.

(d)                All fees and out-of-pocket expenses required to be paid or reimbursed by Holdings and the Borrower in connection with this Amendment, including under any fee letter, for which invoices have been presented a reasonable period of time prior to the Amendment No. 7 Effective Date shall have been paid or reimbursed.

(e)                On the Amendment No. 7 Effective Date, both immediately before and after giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Amendment No. 7 Effective Date, before and after giving effect to this Amendment, as though made on and as of the Amendment No. 7 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects and (ii) no Default or Event of Default shall exist or result therefrom.

(f)                 On the Amendment No. 7 Effective Date, (i) after giving effect to the consummation of the transactions contemplated by this Amendment and the Credit Agreement and any rights of contribution, the Loan Parties, taken as a whole, are and shall be Solvent and (ii) the Administrative Agent shall have received the Solvency Certificate from the Chief Financial Officer of the Borrower and Holdings.

(g)                The representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects as of the Amendment No. 7 Effective Date.

(h)                The Administrative Agent shall have received a customary legal opinion of (i) Sheppard, Mullin, Richter & Hampton LLP and (ii) in-house counsel to the Loan Parties, each as counsel to the Loan Parties, in respect of the matters covered by this Amendment.

(i)                 The Lenders shall have received, at least three (3) Business Days prior to the Amendment No. 7 Effective Date and to the extent requested in advance of such three (3) Business Day period, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and a certification regarding beneficial ownership required pursuant to 31 C.F.R. § 1010.230.

Section 7.          Fees. The Borrower agrees to pay, to each Amendment No. 7 Extending Revolving Lender that consents to this Amendment on the Amendment No. 7 Effective Date, a consent fee (collectively, the “Consent Fee”) equal to 0.20% of the aggregate principal amount of such Amendment No. 7 Extending Revolving Lender’s Amendment No. 7 Extended Revolving Loans and/or unused Amendment No. 7 Extended Revolving Commitments, as the case may be and in each case, extended on the Amendment No. 7 Effective Date pursuant to this Amendment.

All fees payable hereunder will be fully earned and due and payable in U.S. dollars in immediately available funds on the Amendment No. 7 Effective Date to the applicable Amendment No. 7 Extending Revolving Lender, for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once paid, no fee will be refundable under any circumstances. The Borrower’s obligation to pay any fee set forth herein or to cause any such fee to be paid shall be joint and several with any other party having such an obligation. The Consent Fee shall be in addition to any other fees payable to the Amendment No. 7 Extending Revolving Lenders in connection with the Amendment No. 7 Extended Revolving Commitments pursuant to the Loan Documents.

Any Amendment No. 7 Extending Revolving Lender may allocate all or any portion of the fees payable to it hereunder to its affiliates as it deems appropriate.

Section 8.          Effect of Amendment. On and after the Amendment No. 7 Effective Date, each reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. Except as expressly provided in this Amendment, nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, or any other Loan Document in similar or different circumstances. On and after the Amendment No. 7 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. On and after the Amendment No. 7 Effective Date, as used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof’, and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment.

Section 9.          Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 10.05 of the Existing Credit Agreement.

Section 10.        Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Amendment shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Amendment No. 7 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith. This Amendment is a Loan Document.

Section 11.        Severability. The provisions of Section 10.11 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.

Section 12.        Counterparts. The provisions of Section 10.19 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.

Section 13.      Governing Law. THE PROVISIONS OF SECTION 10.14 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.

Section 14.       Waiver of Jury Trial; Submission to Jurisdiction. THE PROVISIONS OF SECTIONS 10.15 AND 10.16 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.

Section 15.        Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

Signature Page to Amendment No. 6 to Credit and Guaranty Agreement]

[Signature Page to Amendment No. 6 to Credit and Guaranty Agreement]

[Signature Page to Amendment No. 6 to Credit and Guaranty Agreement]

[Consenting Lender signature pages on file with Administrative Agent]

[Signature Page to Amendment No. 6 to Credit and Guaranty Agreement]

[Signature Page to Amendment No. 6 to Credit and Guaranty Agreement]