Exhibit
10.23


INSIGHT HEALTH CORP.


and each
of its subsidiaries listed on the pages hereto,


as Borrowers


SECOND
AMENDED AND RESTATED LOAN  AND  SECURITY 
AGREEMENT


Dated:  August 1, 2007


$30,000,000.00


and


BANK
OF AMERICA, N.A., as Administrative Agent















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 1.   DEFINITIONS; RULES OF
  CONSTRUCTION

  	
   

  	
  2

  
	
  1.1.

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  1.2.

  	
   

  	
  Accounting Terms

  	
   

  	
  38

  
	
  1.3.

  	
   

  	
  Other Terms

  	
   

  	
  38

  
	
  1.4.

  	
   

  	
  Certain Matters of Construction

  	
   

  	
  38

  
	
  Section 2.   CREDIT FACILITY

  	
   

  	
  39

  
	
  2.1.

  	
   

  	
  Commitment

  	
   

  	
  39

  
	
  2.2.

  	
   

  	
  Reserved

  	
   

  	
  40

  
	
  2.3.

  	
   

  	
  LC Facility

  	
   

  	
  40

  
	
  2.4.

  	
   

  	
  Bank Products

  	
   

  	
  44

  
	
  Section 3.   INTEREST, FEES AND
  CHARGES

  	
   

  	
  45

  
	
  3.1.

  	
   

  	
  Interest

  	
   

  	
  45

  
	
  3.2.

  	
   

  	
  Fees

  	
   

  	
  47

  
	
  3.3.

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  48

  
	
  3.4.

  	
   

  	
  Reimbursement Obligations

  	
   

  	
  48

  
	
  3.5.

  	
   

  	
  Bank Charges

  	
   

  	
  49

  
	
  3.6.

  	
   

  	
  Illegality

  	
   

  	
  49

  
	
  3.7.

  	
   

  	
  Increased Costs

  	
   

  	
  50

  
	
  3.8.

  	
   

  	
  Capital Adequacy

  	
   

  	
  51

  
	
  3.9.

  	
   

  	
  Mitigation

  	
   

  	
  52

  
	
  3.10.

  	
   

  	
  Funding Losses

  	
   

  	
  52

  
	
  3.11.

  	
   

  	
  Maximum Interest

  	
   

  	
  52

  
	
  Section 4.   LOAN ADMINISTRATION

  	
   

  	
  53

  
	
  4.1.

  	
   

  	
  Manner of Borrowing and Funding Revolver Loans

  	
   

  	
  53

  
	
  4.2.

  	
   

  	
  Defaulting Lender

  	
   

  	
  57

  
	
  4.3.

  	
   

  	
  Special Provisions Governing LIBOR Loans

  	
   

  	
  57

  
	
  4.4.

  	
   

  	
  Borrower Agent

  	
   

  	
  58

  
	
  4.5.

  	
   

  	
  All Loans to Constitute One Obligation

  	
   

  	
  58

  
	
  Section 5.   PAYMENTS

  	
   

  	
  58

  
	
  5.1.

  	
   

  	
  General Payment Provisions

  	
   

  	
  58

  
	
  5.2.

  	
   

  	
  Repayment of Revolver Loans

  	
   

  	
  59

  
	
  5.3.

  	
   

  	
  Reserved

  	
   

  	
  60

  
	
  5.4.

  	
   

  	
  Payment of Other Obligations

  	
   

  	
  60

  
	
  5.5.

  	
   

  	
  Marshaling; Payments Set Aside

  	
   

  	
  60

  
	
  5.6.

  	
   

  	
  Allocation of Payments

  	
   

  	
  60

  
	
  5.7.

  	
   

  	
  Application of Payments and Collateral Proceeds

  	
   

  	
  61

  
	
  5.8.

  	
   

  	
  Loan Accounts; Account Stated

  	
   

  	
  62

  
	
  5.9.

  	
   

  	
  Taxes

  	
   

  	
  63

  
	
  5.10.

  	
   

  	
  Nature and Extent of Each Borrower’s Liability

  	
   

  	
  64

  
	
  Section 6.   TERM AND TERMINATION OF
  COMMITMENT

  	
   

  	
  65

  
	
  6.1.

  	
   

  	
  Term of Commitments

  	
   

  	
  65

  
	
  6.2.

  	
   

  	
  Termination

  	
   

  	
  65

  
	
  Section 7.   COLLATERAL

  	
   

  	
  66

  
	
  7.1.

  	
   

  	
  Grant of Security Interest

  	
   

  	
  66

  
	
  7.2.

  	
   

  	
  Reserved

  	
   

  	
  66

  
	
  7.3.

  	
   

  	
  Reserved

  	
   

  	
  66

  



 











 


	
  7.4. 

  	
   

  	
  Certain After-Acquired Collateral

  	
   

  	
  67

  
	
  7.5.

  	
   

  	
  No Assumption of Liability

  	
   

  	
  67

  
	
  7.6.

  	
   

  	
  Lien Perfection; Further Assurances

  	
   

  	
  67

  
	
  Section 8.   COLLATERAL
  ADMINISTRATION

  	
   

  	
  67

  
	
  8.1.

  	
   

  	
  General Provisions

  	
   

  	
  67

  
	
  8.2.

  	
   

  	
  Administration of Accounts

  	
   

  	
  68

  
	
  8.3.

  	
   

  	
  Administration of Deposit Accounts

  	
   

  	
  70

  
	
  8.4.

  	
   

  	
  Borrowing Base Certificates

  	
   

  	
  70

  
	
  Section 9.   REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
  71

  
	
  9.1.

  	
   

  	
  General Representations and Warranties

  	
   

  	
  71

  
	
  9.2.

  	
   

  	
  Reaffirmation of Representations and Warranties

  	
   

  	
  78

  
	
  9.3.

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  78

  
	
  Section 10.   COVENANTS AND
  CONTINUING AGREEMENTS

  	
   

  	
  78

  
	
  10.1.

  	
   

  	
  Affirmative Covenants

  	
   

  	
  78

  
	
  10.2.

  	
   

  	
  Negative Covenants

  	
   

  	
  81

  
	
  10.3.

  	
   

  	
  Financial Covenant

  	
   

  	
  86

  
	
  Section 11.   CONDITIONS PRECEDENT

  	
   

  	
  87

  
	
  11.1.

  	
   

  	
  Conditions Precedent to Initial Credit Extensions

  	
   

  	
  87

  
	
  11.2.

  	
   

  	
  Conditions Precedent to All Credit Extensions

  	
   

  	
  88

  
	
  11.3.

  	
   

  	
  Limited Waiver of Conditions Precedent

  	
   

  	
  89

  
	
  Section 12.   EVENTS OF DEFAULT;
  REMEDIES ON DEFAULT

  	
   

  	
  89

  
	
  12.1.

  	
   

  	
  Events of Default

  	
   

  	
  89

  
	
  12.2.

  	
   

  	
  Acceleration of Obligations; Termination of
  Commitment

  	
   

  	
  92

  
	
  12.3.

  	
   

  	
  Other Remedies

  	
   

  	
  92

  
	
  12.4.

  	
   

  	
  Setoff

  	
   

  	
  93

  
	
  12.5.

  	
   

  	
  Remedies Cumulative; No Waiver

  	
   

  	
  94

  
	
  Section 13.   ADMINISTRATIVE AGENT

  	
   

  	
  95

  
	
  13.1.

  	
   

  	
  Appointment, Authority and Duties of Administrative
  Agent

  	
   

  	
  95

  
	
  13.2.

  	
   

  	
  Agreements Regarding Collateral and Examination
  Reports

  	
   

  	
  96

  
	
  13.3.

  	
   

  	
  Reliance By Administrative Agent

  	
   

  	
  97

  
	
  13.4.

  	
   

  	
  Action Upon Default

  	
   

  	
  97

  
	
  13.5.

  	
   

  	
  Ratable Sharing

  	
   

  	
  98

  
	
  13.6.

  	
   

  	
  Indemnification of Administrative Agent Indemnitees

  	
   

  	
  98

  
	
  13.7.

  	
   

  	
  Limitation on Responsibilities of Administrative
  Agent

  	
   

  	
  99

  
	
  13.8.

  	
   

  	
  Successor Administrative Agent and Co-Agents

  	
   

  	
  100

  
	
  13.9.

  	
   

  	
  Consents, Amendments and Waivers; Out-of-Formula
  Loans

  	
   

  	
  101

  
	
  13.10.

  	
   

  	
  Due Diligence and Non-Reliance

  	
   

  	
  103

  
	
  13.11.

  	
   

  	
  Representations and Warranties of Lenders

  	
   

  	
  103

  
	
  13.12.

  	
   

  	
  The Required Lenders

  	
   

  	
  103

  
	
  13.13.

  	
   

  	
  Several Obligations

  	
   

  	
  103

  
	
  13.14.

  	
   

  	
  Administrative Agent in its Individual Capacity

  	
   

  	
  104

  
	
  13.15.

  	
   

  	
  No Third Party Beneficiaries

  	
   

  	
  104

  
	
  13.16.

  	
   

  	
  Notice of Transfer

  	
   

  	
  104

  
	
  13.17.

  	
   

  	
  Replacement of Certain Lenders

  	
   

  	
  104

  
	
  13.18.

  	
   

  	
  Remittance of Payments and Collections

  	
   

  	
  105

  
	
  Section 14.   BENEFIT OF AGREEMENT;
  ASSIGNMENTS AND PARTICIPATIONS

  	
   

  	
  106

  
	
  14.1.

  	
   

  	
  Successors and Assigns

  	
   

  	
  106

  
	
  14.2.

  	
   

  	
  Participations

  	
   

  	
  106

  
	
  14.3.

  	
   

  	
  Assignments

  	
   

  	
  107

  
	
  14.4.

  	
   

  	
  Tax Treatment

  	
   

  	
  108

  



 











 


	
  Section 15.   MISCELLANEOUS

  	
   

  	
  108

  
	
  15.1.

  	
   

  	
  Power of Attorney

  	
   

  	
  108

  
	
  15.2.

  	
   

  	
  General Indemnity

  	
   

  	
  109

  
	
  15.3.

  	
   

  	
  Survival of and Limitations Upon Indemnities

  	
   

  	
  109

  
	
  15.4.

  	
   

  	
  Amendment and Restatement; No Novation

  	
   

  	
  109

  
	
  15.5.

  	
   

  	
  Severability

  	
   

  	
  110

  
	
  15.6.

  	
   

  	
  Cumulative Effect; Conflict of Terms

  	
   

  	
  110

  
	
  15.7.

  	
   

  	
  Counterparts; Facsimile Signatures

  	
   

  	
  110

  
	
  15.8.

  	
   

  	
  Consent

  	
   

  	
  110

  
	
  15.9.

  	
   

  	
  Notices and Communications

  	
   

  	
  110

  
	
  15.10.

  	
   

  	
  Performance of Borrowers’ Obligations

  	
   

  	
  111

  
	
  15.11.

  	
   

  	
  Credit Inquiries

  	
   

  	
  112

  
	
  15.12.

  	
   

  	
  Time of Essence

  	
   

  	
  112

  
	
  15.13.

  	
   

  	
  Indulgences Not Waivers

  	
   

  	
  112

  
	
  15.14.

  	
   

  	
  Entire Agreement; Exhibits and Schedules

  	
   

  	
  112

  
	
  15.15.

  	
   

  	
  Interpretation

  	
   

  	
  112

  
	
  15.16.

  	
   

  	
  Obligations of Lenders Several

  	
   

  	
  112

  
	
  15.17.

  	
   

  	
  Confidentiality

  	
   

  	
  112

  
	
  15.18.

  	
   

  	
  Certifications Regarding Senior Note Indenture

  	
   

  	
  113

  
	
  15.19.

  	
   

  	
  Governing Law

  	
   

  	
  113

  
	
  15.21.

  	
   

  	
  Consent to Forum

  	
   

  	
  113

  
	
  15.22.

  	
   

  	
  Waivers by Borrowers

  	
   

  	
  114

  



 











LIST OF
EXHIBITS AND SCHEDULES


	
  Exhibit A

  	
   

  	
  Form of Revolver Note

  
	
  Exhibit C

  	
   

  	
  Form of Notice of Conversion/Continuation

  
	
  Exhibit D

  	
   

  	
  Form of Notice of Borrowing

  
	
  Exhibit E

  	
   

  	
  Form of Compliance Certificate

  
	
  Exhibit G

  	
   

  	
  Form of Assignment and Acceptance

  
	
  Exhibit H

  	
   

  	
  Form of Notice

  
	
  Exhibit I

  	
   

  	
  Letter of Credit Request

  
	
  Exhibit J

  	
   

  	
  Portfolio Interest Exemption Certificate

  
	
  Exhibit K

  	
   

  	
  Form of Borrowing Base Certificate

  



 


	
  Schedule 8.3

  	
   

  	
  Listing of All Deposit Accounts

  
	
  Schedule 9.1.4

  	
   

  	
  Capital Structure of Borrowers

  
	
  Schedule 9.1.5

  	
   

  	
  Corporate Names

  
	
  Schedule 9.1.6

  	
   

  	
  Borrowers’ Business Locations

  
	
  Schedule 9.1.13

  	
   

  	
  Tax Identification Numbers of Borrowers and
  Subsidiaries

  
	
  Schedule 9.1.18

  	
   

  	
  Litigation

  
	
  Schedule 9.1.21

  	
   

  	
  Pension Plans

  
	
  Schedule 9.1.22

  	
   

  	
  Labor Contracts

  
	
  Schedule 10.2.5

  	
   

  	
  Permitted Liens

  



 
















SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


THIS  SECOND AMENDED AND RESTATED LOAN  AND 
SECURITY  AGREEMENT is made on
August 1, 2007, by and among INSIGHT HEALTH CORP.  (in its capacity as Borrower and in its
capacity as the representative of the other Borrowers pursuant to Section 4.4, “IHC”), a Delaware corporation; those affiliates of IHC listed on the
signature pages hereof (IHC, together with each of such affiliates and certain
other wholly-owned domestic Subsidiaries of InSight Health that may from time
to time be added as borrowers hereunder in accordance with Section 4.6 of
this Agreement, being referred to collectively as “Borrowers”
and individually as a “Borrower”); the various financial
institutions listed on the signature pages hereof (together with their
respective successors and permitted assigns, the “Lenders”);
and BANK OF
AMERICA, N.A., a
national bank  (“BofA”),
in its capacity as collateral and administrative agent for the Lenders pursuant
to Section 13 (in such capacity, together
with its successors in such capacity, “Administrative Agent”).
Capitalized terms used in this Agreement have the meanings assigned to
them in Section 1.


R e c i t a
l s:


InSight Health Services
Corporation (“InSight Health”), as a borrower, Subsidiary Guarantors (as
defined in the below defined Initial Credit Agreement), Parent, the financial
institutions party thereto from time to time, Bank of America, N.A., as
Administrative  Agent, Wachovia Bank,
National Association, as Syndication Agent, and The CIT Group/Business Credit,
Inc., as Documentation Agent, entered into that certain Credit Agreement dated
as of October 17, 2001 (as at any time amended, modified, supplemented or
restated, the “Initial Credit Agreement”).


 InSight Health, as a borrower, Parent,
Subsidiary Guarantors, and Bank of America, N.A., as Administrative Agent, also
entered into that certain Security Agreement dated as of October 17, 2001
(as at any time amended, modified, supplemented or restated, the “Initial
Security Agreement”).


 InSight Health, as a borrower, the other
Borrowers, and Bank of America, N.A., as Administrative Agent and as sole
Lender, entered  into that certain
Amended and Restated Loan and Security Agreement dated as of September 22, 2005
(as at any time amended, modified, supplemented or restated prior to the date
hereof, the “Existing Credit Agreement”), which amended and restated the
Initial Credit Agreement and superseded the Initial Security Agreement.  Pursuant to certain amendments to the
Existing Credit Agreement, InSight Health has become a Guarantor instead of a
borrower, and IHC has become the Borrower Agent (as defined in the Existing
Credit Agreement).


On
May 29, 2007 (the “Petition Date”), InSight Health and Parent
(collectively, the “Chapter 11 Debtors”) filed petitions for relief under
chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”), commencing cases
styled In re InSight Health Services Corp., Case No. 07-10701-BLS, and In
re InSight Health Services Holdings Corp., Case No. 07-10700-BLS (each, a “Chapter
11 Case,” and collectively, the “Chapter 11 Cases”).


In connection with confirmation of the Chapter 11 Plan
filed by the Chapter 11 Debtors in the Chapter 11 Cases, the Chapter 11 Debtors
and Borrowers have
requested that the Existing Credit Agreement be amended and restated to make
available an amended and restated credit facility in accordance with the terms
and conditions contained herein.


Each Borrower has requested that Lenders make
available a revolving credit and  letter
of credit  facility to Borrowers, which
shall be used by Borrowers to finance their mutual and collective enterprise of
the provision of diagnostic imaging services through an integrated network of
fixed-site centers and













mobile facilities. In order to utilize the financial
powers of each Borrower in the most efficient and economical manner, and in
order to facilitate the financing of each Borrower’s needs, Lenders will, at
the request of any Borrower, make loans to all Borrowers under the revolving
credit facility on a combined basis and in accordance with the provisions
hereinafter set forth.  Borrowers’
business is a mutual and collective enterprise and Borrowers believe that the
consolidation of all revolving credit loans under this Agreement will enhance
the aggregate borrowing powers of each Borrower and ease the administration of
their  revolving credit loan
relationship with Lenders, all to the mutual advantage of Borrowers.  Lenders’ willingness to extend credit to
Borrowers and to administer each Borrower’s collateral security therefor, on a
combined basis as more fully set forth in this Agreement, is done solely as an
accommodation to Borrowers and at Borrowers’ request in furtherance of
Borrowers’ mutual and collective enterprise.


Each Borrower has agreed to be jointly and severally
liable for loans and all other outstanding obligations under this Agreement and
to guarantee the obligations of each of the other Borrowers under this Agreement
and each of the other Loan Documents. 
Each Guarantor has agreed to jointly and severally guaranty the payment
and performance of all of the Obligations (as defined below).


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained and
to induce the Administrative Agent and the Lenders to amend and restate the
Existing Credit Agreement and to extend credit to Borrowers hereunder, for good
and valuable consideration, the parties hereto, intending to be bound hereby,
agree as follows:


SECTION
1.                       DEFINITIONS; RULES OF CONSTRUCTION


1.1.                            Definitions.  As used in this Agreement, the following
terms shall have the meanings ascribed to them (terms used in the singular to
have the same meaning when used in the plural, and vice versa):


Account -
shall have the meaning given to the term “account” in the UCC and shall include
any and all rights of a Borrower to payment for goods sold or leased or for
services rendered that are not evidenced by an Instrument or Chattel Paper, whether
or not they have been earned by performance. 
For the avoidance of doubt, when used in reference to a Borrower the
term shall include each Health-Care-Insurance Receivable of such Borrower.


Account Debtor
- a Person who is or becomes obligated under or on account of an Account,
Chattel Paper or General Intangible.


Accounts Formula Amount - on any date of determination thereof, (i) if there are no Revolver
Loans outstanding on such date and the LC Obligations that have not been Cash
Collateralized do not exceed $2,000,000 on such date, an amount equal to the
sum of 85% of the net amount of Eligible Retail Receivables on such date plus
85% of the net amount of Eligible Wholesale Receivables on such date or (ii) if
Revolver Loans are outstanding on such date or the LC Obligations that have not
been Cash Collateralized exceed $2,000,000 on such date, an amount equal to the
lesser of (a) 85% of the net amount of Eligible Retail Receivables on such date
plus 85% of the net amount of Eligible Wholesale Receivables on such
date or (b) the Cash Collection Limit as of such date. As used herein, the
phrase “net amount of Eligible Wholesale Receivables” or “net amount of
Eligible Retail Receivables” shall mean the face amount of such Accounts on any
date less any and all returns, rebates, discounts (which may, at Administrative
Agent’s option, be calculated on shortest terms), credits, allowances or Taxes
(including sales, excise or other taxes) at any time issued, owing, claimed by
Account Debtors, granted, outstanding or payable in connection with, or any
interest accrued on the amount of, such Accounts at such date.



 2
 









Acquisition Agreement - with respect to each Acquisition Transaction, each stock purchase
agreement or asset purchase agreement, as the context may require, to be
executed and delivered by and among InSight Health, a Borrower or an
Acquisition Subsidiary, as purchaser, and each owner, as seller, of the Equity
Interests or assets to be sold to InSight Health, such Borrower or such
Acquisition Subsidiary, as the case may be, together with any and all permitted
amendments, modifications and supplements thereto, restatements thereof and
substitutes therefor.


Acquisition Consideration - shall mean the consideration given and to be given by InSight
Health, a Borrower or any Acquisition Subsidiary for or in an Acquisition
Transaction (other than Equity Interests of Parent and contributions made by
any Equity Investor to the capital of Parent that are contributed by Parent to
InSight Health), including the fair market value of any Cash, Property, Equity
Interests (other than Equity Interests of Parent and contributions made by any
Equity Investor to the capital of Parent that are contributed by Parent to
InSight Health), and the amount of any Acquisition Funded Debt assumed or
incurred by InSight Health, such Borrower or such Acquisition Subsidiary in
connection with such Acquisition Transaction.


Acquisition Documents - individually and collectively, as the context may require, each
Acquisition Agreement and any and all other agreements, documents or
instruments at any time executed and delivered by InSight Health, a Borrower or
an Acquisition Subsidiary, in connection with an Acquisition Transaction.


Acquisition Funded Debt - with respect to any Acquisition Target, the sum of (a) the aggregate
principal amount of Debt for borrowed money which would, in accordance with
GAAP, be classified as long-term Debt, together with the current maturities
thereof and the face amount of all outstanding letters of credit plus
(b) all Debt outstanding under any revolving credit, line of credit or
renewals thereof, notwithstanding that any such Debt is created within one year
of the expiration of such agreement plus (c) all Capitalized Lease
Obligations, in each case that remain outstanding following consummation of an
Acquisition Transaction.


Acquisition Subsidiary - a Subsidiary formed by InSight Health or a Borrower after the
Post-Confirmation Effective Date to purchase all of the issued and outstanding
Equity Interests, or all or substantially all of the assets, of an Acquisition
Target or a division or separate line of business of an Acquisition Target,
subject to the satisfaction of each of the following conditions :  (i) no Default or Event of Default exists at
the time or would result therefrom; (ii) Borrowers deliver to Administrative
Agent any and all documents, agreements, financial statements, projections and
instruments requested by Administrative Agent, in form and substance reasonably
satisfactory to Administrative Agent in all respects, in connection with such
formation, including (a) such documents and instruments as may be necessary to
grant or confirm to Administrative Agent, for the benefit of Secured Parties, a
first priority perfected Lien (subject to Permitted Liens) on all of the assets
of the Subsidiary, including the Equity Interests in such Subsidiary, and (b) a
Joinder Agreement executed by such Subsidiary, together with other collateral
documents and opinions of counsel as may be reasonably requested by Administrative
Agent, each in form and substance reasonably satisfactory to Administrative
Agent; and (iii) Borrowers shall give Administrative Agent at least 5 days
prior written notice before forming such Subsidiary and provide copies of all
organizational documents of such Subsidiary to Administrative Agent.


Acquisition Target - a Person whose Equity Interests or assets are to be purchased
pursuant to an Acquisition Transaction.



 3
 









Acquisition Transaction - a transaction pursuant to an Acquisition Agreement for the purchase
of all of the issued and outstanding Equity Interests, or all or substantially
all of the assets, of an Acquisition Target, or for the purchase of all or
substantially all of the assets of a division or separate line of business of
an Acquisition Target.


Adjusted EBITDA - for any fiscal period of Parent, InSight Health, Borrowers and their
respective Subsidiaries, the sum for such period of (i) Adjusted Net
Earnings, plus (ii) any provision for taxes based on income, to the
extent deducted in the calculation of Adjusted Net Earnings, plus (iii)
interest expense, to the extent deducted in the calculation of Adjusted Net
Earnings, plus (iv) depreciation and amortization, to the extent deducted in the
calculation of Adjusted Net Earnings, plus (v) income from minority
interests, plus (vi) transaction costs and expenses relating to the
effectiveness of this Agreement and the issuance and sale of the Senior Notes
and unamortized loan costs with respect to the Existing Credit Agreement, plus
(vii) any extraordinary, unusual or non-recurring expenses or losses not
requiring the expenditure of cash in the current or any future period, plus
(viii)  purchase accounting
adjustments not requiring the expenditure of cash in the current or any future
period required or permitted by GAAP in connection with any Permitted
Acquisition.


Adjusted
LIBOR Rate - for any
Interest Period, with respect to LIBOR Loans, the rate of interest per annum  determined pursuant to the
following formula:


	
  Adjusted LIBOR Rate

  	
  =

  	
    Offshore Base Rate

  	
   

  
	
   

  	
   

  	
  1.00 - Eurodollar Reserve Percentage

  



 


Where,


“Offshore Base Rate” means the rate per annum appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London time) 2 Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period.  If for any reason
such rate is not available, the Offshore Base Rate shall be, for any Interest
Period, the rate per annum appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) 2 Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided,
however, if more than one rate is specified
on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean
of all such rates.  If for any reason
none of the foregoing rates is available, the Offshore Base Rate shall be, for
any Interest Period, the rate per annum determined by Administrative Agent as
the rate of interest at which Dollar deposits in the approximate amount of the
applicable LIBOR Loan would be offered by BofA’s London Branch to major banks
in the offshore Dollar market at their request at or about 11:00 a.m. (London
time) 2 Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period.


“Eurodollar Reserve Percentage” means for any day during any
Interest Period, the reserve percentage (expressed as a decimal, rounded upward
to the next 1/100th of 1%) in effect on such day applicable to member banks
under regulations issued from time to time by the Board of Governors for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Offshore Rate for each outstanding LIBOR
Loan shall be adjusted automatically as of the effective date of any change in
the Eurodollar Reserve Percentage.



 4
 









Adjusted Net Earnings - with respect to any fiscal
period, the net earnings (or loss) for such fiscal period of Parent, InSight
Health, Borrowers and their respective Subsidiaries, all as reflected on the
financial statement supplied to Administrative Agent and Lenders pursuant to Section 10.1.3, but excluding:
(i) any gain or loss arising from the sale of capital assets;
(ii) any gain arising from any write-up of assets; (iii) net earnings
of any entity (other than a Subsidiary of Parent, InSight Health or a Borrower)
in which Parent, InSight Health or any Borrower has an ownership interest
unless such net earnings have actually been received by Parent, InSight Health
or a Borrower in the form of cash Distributions; (iv) any portion of the
net earnings of any Subsidiary which for any reason is unavailable for payment
of Distributions to Parent, InSight Health or a Borrower; (v) the earnings
of any Person to which any assets of Parent, InSight Health or a Borrower shall
have been sold, transferred or disposed of, or into which Parent, InSight
Health or a Borrower shall have merged, or been a party to any consolidation or
other form of reorganization, prior to the date of such transaction; and
(vi) any gain or loss arising from extraordinary items, all as determined
in accordance with GAAP on a Consolidated basis.


Administrative Agent Indemnitees - Administrative Agent, its Affiliates and
all of their present and future officers, directors, employees, agents and
attorneys.


Administrative Agent Professionals - attorneys, accountants, appraisers,
business valuation experts, environmental engineers or consultants, turnaround
consultants and other professionals or experts retained by Administrative
Agent. 


Affiliate
- a Person (i) who directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with,
another Person; (ii) who beneficially owns or holds 10% or more of any class
of the Equity Interests of another Person; or 
(iii) 10% or more of the Equity Interests with power to vote of
which is beneficially owned or held by another Person or a Subsidiary of
another Person.  For purposes hereof, “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of any Equity Interest, by contract or otherwise.


Agreement -
this Second Amended and Restated Loan and Security Agreement and all Exhibits
and Schedules thereto.


Anti-Kickback Statutes - Section 1128B(b) of the Social Security Act and any other similar
law, rule or regulation adopted by any Governmental Authority.


Anti-Terrorism Laws - any laws relating to terrorism or money laundering, including
Executive Order No. 13224 and the USA Patriot Act.


Applicable Law - all laws, rules and regulations applicable
to the Person, conduct, transaction, covenant, Loan Document or Material
Contract in question, including all applicable common law and equitable
principles; all provisions of applicable state, federal and foreign
constitutions, statutes, rules, regulations and orders of Governmental
Authorities; and all orders, judgments and decrees of all courts and arbitrators.


Applicable
Margin - a percentage equal to 0.0% with respect to Revolver Loans that are
Base Rate Loans, 2.50% with respect to Revolver Loans that are LIBOR Loans, and
0.50% with respect to the Unused Line Fee; provided that, commencing on
the Adjustment Date (as defined below) relating to the financial statements for
the fiscal month of Borrowers ending March 31, 2008, and on each Adjustment
Date thereafter, the Applicable Margin shall be increased or



 5
 









decreased,
based upon the Fixed Charge Coverage Ratio for the Fixed Charge Coverage Ratio
Test Period ending on the last day of the then most recently ended Fiscal
Quarter in which financial statements for the last fiscal month of such Fiscal
Quarter have been delivered to Administrative Agent pursuant to Section 10.1.3(ii), as follows:


	
  

  	
   

  	
  Fixed Charge

  	
   

  	
  Unused

  	
   

  	
  Revolver Pricing

  	
   

  
	
  Level

  	
   

  	
  Coverage Ratio

  	
   

  	
  Line Fee

  	
   

  	
  LIBOR Loans

  	
   

  	
  Base Rate Loans

  	
   

  
	
  I

  	
   

  	
  Equal to or
  greater

  than 1.50 to 1.0

  	
   

  	
  0.375

  	
  %

  	
  2.00

  	
  %

  	
  0

  	
  %

  
	
  II

  	
   

  	
  Equal to or
  greater

  than 1.25 to 1.0 but

  less than 1.50 to 1.0

  	
   

  	
  0.375

  	
  %

  	
  2.25

  	
  %

  	
  0

  	
  %

  
	
  III

  	
   

  	
  Less than 1.25 to

  1.0

  	
   

  	
  0.50

  	
  %

  	
  2.50

  	
  %

  	
  0

  	
  %

  



 


Except as otherwise
provided in this definition, any such increase or reduction in the Applicable
Margin shall be effective on the date (the “Adjustment Date”) that is the first
day of the first month following the month in which Administrative Agent
receives the financial statements required to be delivered by Borrowers
pursuant to Section 10.1.3(ii) for the last
month of the then most recently ended Fiscal Quarter and the  applicable Compliance Certificate, commencing
with the Fiscal Quarter ending  on March
31, 2008.  If, upon delivery of Borrowers’
annual audited financial statements pursuant to Section
10.1.3(i) for Borrowers’ then most recently ended Fiscal Year,
commencing with Borrowers’ 2008 Fiscal Year, Borrowers have not met the
criteria for a reduction of the Applicable Margin that was previously granted
based upon Borrowers’ unaudited financial statements for the last month of such
Fiscal Year, then (a) such Applicable Margin reduction shall be terminated and,
effective on the first day of the first month following receipt by
Administrative Agent of such audited financial statements, the Applicable
Margin shall be the Applicable Margin that would have been in effect if such
reduction had been implemented based upon such audited financial statements,
and (b) Borrowers shall pay to Administrative Agent, for the Pro Rata benefit
of Lenders, on the first day of the month following receipt by Administrative
Agent of such audited financial statements, an amount equal to the difference
between the amount of interest and fees that would have been paid using the
Applicable Margin determined based upon such audited financial statements and
the amount of interest and fees actually paid during the period from the first
day of the first month following delivery of Borrowers’ unaudited financial
statements for the last month of such Fiscal Year through the first day of the
month following receipt by Administrative Agent of such audited financial
statements.


Approved Credit
Enhancement - in Administrative Agent’s reasonable
discretion and at its option, either (i) an irrevocable letter of credit
that is in form and substance reasonably acceptable to Administrative Agent,
issued or confirmed by a bank reasonably acceptable to Administrative Agent,
and payable in Dollars at a place of payment within the United States that is
reasonably acceptable to Administrative Agent, which letter of credit is
assigned to Administrative Agent for the benefit of Secured Parties (with such
assignment acknowledged by the issuing or confirming bank) or, if so requested
by Administrative Agent, duly transferred to Administrative Agent for the
benefit of Secured Parties (together with sufficient documentation to permit
direct draws under any such letter of credit by Administrative Agent for the
benefit of Secured Parties) or (ii) credit insurance that is issued by a
credit insurance company reasonably



 6
 









acceptable to
Administrative Agent and is in form and substance reasonably acceptable to
Administrative Agent (which credit insurance shall be payable to Administrative
Agent for the benefit of Secured Parties in Dollars).


Asset Disposition - a sale, lease, license, consignment or other transfer or disposition
of Property of an Obligor, including a termination of rights of any Obligor
under any lease, license agreement or other contract or a disposition of
Property in connection with a sale-leaseback transaction or synthetic lease.


Assignment and Acceptance - an assignment and acceptance entered into by a Lender and an
Eligible Assignee and accepted by Administrative Agent, in the form of Exhibit G.  


Availability -
on any date, the amount that Borrowers are entitled to borrow as Revolver Loans
on such date, such amount being the difference derived when the sum of the
principal amount of Revolver Loans then outstanding (including any outstanding
Swingline Loans) is subtracted from the Borrowing Base on such date.  If the amount of Revolver Loans outstanding
on any date is equal to or greater than the Borrowing Base, then Availability
on such date shall be zero or a negative number, as applicable.


Availability Reserve - on any date of determination thereof, an amount equal to the sum of
the following (without duplication): 
(i) any amounts which any Obligor is obligated to pay to
Administrative Agent, Lenders or other Persons pursuant to the provisions of
any of the Loan Documents that Administrative Agent or any Lender elects
to pay for the account of such Obligor in accordance with authority
contained in any of the Loan Documents; (ii) the LC Reserve;  (iii) the
aggregate amount of reserves established by Administrative Agent from time to
time in its discretion in respect of Banking Relationship Debt;  (iv) the
aggregate amount of all liabilities and obligations that are
secured by Liens upon any of the Collateral that are senior in priority to
Administrative Agent’s Liens if such Liens are not Permitted Liens (provided
that the imposition of a reserve hereunder on account of such Liens shall not
be deemed a waiver of the Event of Default that arises from the existence of
such Liens) or are Permitted Liens under Section 10.2.5(ii);
(v) the Professional Fees Reserve; and (vi) such additional reserves, in
such amounts as Administrative Agent  in
its reasonable discretion, exercised in a manner consistent with its customary
practices or otherwise in good faith, may elect to impose from time to time.  The burden of establishing lack of good faith
shall be on Borrowers.


Average Liquidity - for any period, an amount equal to the sum of the amount of
Liquidity on each day during such period divided by the number of days in such
period.


Average Revolver Loan Balance - for any period, the amount obtained by adding the unpaid balance of
Revolver Loans and
LC Obligations at the end of each day for the period in question and by
dividing such sum by the number of days in such period.


Bank Products
- any one or more of the following types of products, services or facilities
extended to any Obligor by BofA or any Affiliate of BofA: (i) commercial
credit cards; (ii) merchant card services; (iii) products or services
under Cash Management Agreements; (iv) products under Hedging Agreements;
(v) interstate depository network services; and (vi)  such other
banking products or services provided by BofA or any Affiliate of BofA as may
be requested by any Obligor, other than Letters of Credit.


Banking Relationship Debt - Debt or other liabilities or obligations of an Obligor to BofA (or
any Affiliate of BofA) arising out of or relating to Bank Products.



 7
 









Bankruptcy Code
- title 11 of the United States Code.


Bankruptcy Court
- the United States Bankruptcy Court for the District of Delaware.


Base Rate -
the rate of interest announced or quoted by BofA from time to time as its prime
rate.  The prime rate announced by BofA
is a reference rate and does not necessarily represent the lowest or best rate
charged by BofA.  BofA from time to time
makes loans or other extensions of credit at, above or below its announced
prime rate.  If the prime rate is
discontinued by BofA as a standard, a comparable reference rate designated by
BofA as a substitute therefor shall be the Base Rate.


Base Rate Loan
- a Loan, or portion thereof, during any period in which it bears interest at a
rate based upon the Base Rate.


Blocked Person
- as defined in Section 9.1.27(ii).


Board of Governors - the Board of Governors of the Federal Reserve System.


BofA - Bank
of America, N.A. a national bank, and its successors and assigns.


BofA Indemnitees
- BofA, its Affiliates and all of their present and future officers, directors,
employees, agents and attorneys.


Borrower Agent
- as defined in Section 4.4.


Borrowing - a
borrowing consisting of Loans of one Type made on the same day by Lenders (or
by BofA in the case of a Borrowing funded by Swingline Loans) or a conversion
of a Loan or Loans of one Type from Lenders on the same day.


Borrowing Base
- on any date of determination thereof, an amount equal to the lesser of:
(a) the aggregate amount of the Revolver Commitments on such date minus the LC
Reserve on such date, or (b) an amount equal to (i) the
Accounts Formula Amount on such date minus (ii) the Availability
Reserve on such date.


Borrowing Base Certificate - a certificate, in the form set forth on Exhibit K, by which Borrowers shall certify to
Administrative Agent and Lenders the amount of the Borrowing Base as of
the date of the certificate and the calculation of such amount.


Business Day -
any day excluding Saturday, Sunday and any other day that is a legal holiday
under the laws of the State of New York or is a day on which banking
institutions located in such state are closed; provided, however,
that when used with reference to a LIBOR Loan (including the making, continuing,
prepaying or repaying of any LIBOR Loan), the term “Business Day” shall
also exclude any day on which banks are not open for dealings in Dollar
deposits on the London interbank market.


Capital Adequacy Regulation - any guideline, request or directive of any central bank or other
Governmental Authority, or any other law, rule or regulation, whether or not
having the force of law, in each case regarding capital adequacy of any bank or
of any corporation controlling a bank.



 8
 









Capital Expenditures - expenditures made or liabilities incurred by Parent, InSight
Health or a Borrower for the acquisition of any fixed assets or improvements,
replacements, substitutions or additions thereto, including the total principal
portion of Capitalized Lease Obligations.


Capitalized Lease Obligation - any Debt represented by obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP.


Cash - money,
currency or a credit balance in a Deposit Account.


Cash Collateral
- cash, and any interest or other income earned thereon, that is deposited with
Administrative Agent in accordance with this Agreement for the Pro Rata benefit
of Lenders to Cash Collateralize any LC Obligations or other Obligations.


Cash Collateral Account - a demand deposit, money market or other account established by
Administrative Agent at such financial institution as Administrative Agent may
select in its discretion, which account shall be in Administrative Agent’s name
and subject to Administrative Agent’s Liens for the benefit of Secured Parties.


Cash Collateralize - with respect to LC Obligations arising from Letters of Credit
outstanding on any date or Obligations arising under Hedging Agreements on such
date, the deposit with Administrative Agent of immediately available funds into
the Cash Collateral Account in an amount equal to 104% of the aggregate Undrawn
Amount of such Letters of Credit and other LC Obligations, plus (ii) all
Obligations existing under such Hedging Agreements.


Cash Collection Limit - on any date of determination thereof, an amount equal to the Monthly
Cash Collections for the most recent month ending prior to such date divided
by the actual number of days in such month multiplied by  35.


Cash Equivalents
- (i) United States dollars (including such dollars as are held in
overnight deposits and demand deposits with U.S. banks); (ii) marketable direct
obligations issued or unconditionally guaranteed by the United States
government and backed by the full faith and credit of the United States
government having maturities of not more than 12 months from the date of
acquisition; (iii) marketable direct obligations issued by any State of
the United States of America or any political subdivision of any such State or
any public instrumentality thereof maturing within 1 year from the date of
acquisition thereof and, at the time of acquisition, having a rating of at
least A-2 from S&P or at least P-2 of Moody’s; (iv) certificates of deposit
demand deposits, Eurodollar time deposits, time deposit accounts, term deposit
accounts and time deposits having maturities of not more than 12 months
from the date of acquisition, bankers’ acceptances having maturities of not
more than 12 months from the date of acquisition and overnight bank
deposits, in each case issued by any commercial bank organized under the laws
of the United States, any state thereof or the District of Columbia, which at
the time of acquisition have capital and assets of not less than $100 million;
(v) repurchase obligations with a term of not more than 90 days for
underlying securities of the types described in clauses (i), (ii),
(iii) and (iv) entered into with any financial institution meeting
the qualifications specified in clause (iv) above; (vi) commercial
paper having at the time of investment therein or a contractual commitment
to invest therein a rating of A-2 (or better) by S&P or P-2 (or
better) by Moody’s, and having a maturity within 12 months after the date
of acquisition thereof; and (vii) shares of any money market fund that
(a) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (i) - (vi), (b) has net assets
not less than $500,000,000 and (c) has at least the second highest rating
obtainable from either Moody’s or S&P.



 9
 









Cash Interest
Expense - for any period, Interest Expense that has accrued
during such period, excluding any amount that is not payable in Cash.


Cash Management Agreements - any agreement entered into from time to time between any Borrower or
any of its Subsidiaries, on the one hand, and BofA or any of its Affiliates, on
the other, in connection with cash management services for operating,
collections, payroll and trust accounts of such Borrower or its Subsidiaries
including automatic clearinghouse services, controlled disbursement services,
electronic funds transfer services, information reporting services, lockbox
services, stop payment services and wire transfer services.


Cash Taxes Paid
- for any period, the provision by Parent, InSight Health, Borrowers and their
respective Subsidiaries for income taxes as shown on their Consolidated profit
and loss statement for such period minus any increase (or plus
any decrease) in the provision for deferred taxes of Parent, InSight Health,
Borrowers and their respective Subsidiaries, determined on a Consolidated basis
in accordance with GAAP.


CERCLA - the
Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C.
§ 9601 et  seq.)


Change of Control - the occurrence of any of the
following: (i) Parent ceases to own and control, beneficially and of record,
all of the Equity Interests in InSight Health; (ii) except in the case of any
Permitted Asset Disposition, InSight Health ceases to own and control,
beneficially and of record, all of the Equity Interests in each of the
Borrowers; (iii) all or substantially all of InSight Health’s assets are
sold to any Person or related group of Persons; (iv) InSight Health is
merged with or into a  Person other than
a Borrower; (v) any Person or related group of Persons acquires by way of
a purchase, merger, consolidation or other business combination a majority of
the Equity Interests entitled to vote in the election of directors of InSight
Health; or (vi) a change in the majority of the board of directors of
InSight Health unless such new directors were approved or nominated for
election to such board of directors by the then majority of the board of
directors of InSight Health.


Chapter 11 Cases
- as defined in the Recitals hereto.


Chapter
11 Debtors - as
defined in the Recitals hereto.


Chapter 11 Plan
- the Second Amended Joint Prepackaged Plan of Reorganization of InSight Health
Services Holdings Corp., et al., dated May 29, 2007, and filed in the jointly
administered Chapter 11 Cases on the same date (docket no. 21), as such
plan was amended prior to the Confirmation Date or in the Confirmation Order or
may be amended pursuant to its terms.


Chattel Paper
- shall have the meaning given to the term “chattel paper” in the UCC.


Claims - all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, awards, costs (including remedial response costs), charges, expenses and
disbursements of any kind or nature (including reasonable attorneys’,
accountants’, consultants’, or paralegals’ fees and expenses) which may at any
time (including at any time following Full Payment of the Obligations or
termination of the Commitments, resignation or replacement of Administrative
Agent or replacement of any Lender), be imposed on, incurred by, or asserted
against any Indemnitee in any way relating to or arising out of (i) the
administration or enforcement of or performance under any of the Loan Documents
or consummation of any of the transactions described herein, (ii) any
action taken or omitted to be taken by any Indemnitee under or in



 10
 









connection
with any of the Loan Documents or Applicable Law, (iii) the existence,
perfection or realization upon Administrative Agent’s Liens upon any
Collateral, (iv) the exercise by Administrative Agent or any Lender of any
of its rights or remedies under any of the Loan Documents or Applicable Law, or
(v) the failure of any Obligor to observe, perform or discharge any of
such Obligor’s covenants or duties under any of the Loan Documents or the
inaccuracy or incompleteness of any representation or warranty of any Borrower
in any of the Loan Documents, in each case including any reasonable
out-of-pocket costs or expenses incurred by any Indemnitee in connection with
any investigation, litigation, arbitration or other judicial or non-judicial
proceeding (including any Insolvency Proceeding or appellate proceedings)
whether or not such Indemnitee is a party thereto.  This definition of Claims is subject to the
provisions of Section 15.3.


CMS -  Centers for Medicare and Medicaid Services
and any successor thereto.


Collateral -
all of the Property and interests in Property described in Section 7; all Property described in
any of the Security Documents as security for the payment or performance of any
of the Obligations; and all other Property and interests in Property that now
or hereafter secure the payment and performance of any of the Obligations.


Collection Accounts - collectively, the Retail Collection Accounts and the Wholesale
Collection Accounts.


Commercial Payor
- any Third Party Payor which is (i) a commercial medical insurance
company that is organized under the laws of any jurisdiction of the
United States and has its principal office in the United States,
(ii) a Blue Cross/Blue Shield Plan or (iii) a health maintenance
organization or other managed care organization, preferred provider
organization or other institutional obligor that is organized under the laws of
any jurisdiction of the United States and has its principal office in the
United States.


Commitment -
at any date for any Lender, the amount of such Lender’s Revolver Commitment on
such date, and “Commitments” means the aggregate amount of all Revolver
Commitments on such date.


Commitment Termination Date - the date that is the soonest to occur of (i) the last day of
the Term; (ii) the date on which either Borrowers or Administrative Agent
terminates the Revolver Commitments pursuant to Section 6.2; or (iii) the date on which the Revolver
Commitments are automatically terminated pursuant to Section 12.2.


Compliance Certificate - a Compliance Certificate to be provided by Borrowers to
Administrative Agent in accordance with, and in the form annexed as Exhibit E to, this Agreement and the supporting schedules to be annexed
thereto.


Concentration Account - shall have the meaning ascribed to it in Section
8.2.5(i) hereof.


Confirmation Date
- July 10, 2007.


Confirmation
Order - the Findings
of Fact, Conclusions of Law and Order (I) Approving Disclosure Statement, (II)
Approving Solicitation and Voting Procedures and Vote Tabulation, (III)
Confirming Debtors’ Second Amended Joint Prepackaged Plan of Reorganization,
and (IV) Granting Related Relief, entered on July 10, 2007, by the Bankruptcy
Court in the Chapter 11 Cases.



 11
 









Consolidated -
the consolidation in accordance with GAAP of the accounts or other items as to
which such term applies.


Contingent Obligation - with respect to any Person, any obligation of such Person arising
from any guaranty, indemnity or other assurance of payment or performance of
any Debt, lease, dividend or other obligation (“primary obligations”) of
any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including (i) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the Ordinary Course of Business),
co-making, discounting with recourse or sale with recourse by such Person of
the obligation of a primary obligor, (ii) the obligation to make take-or-pay
or similar payments, if required, regardless of nonperformance by any other
party or parties to an agreement, (iii) any obligation of such Person,
whether or not contingent, (A) to purchase any such primary obligation or
any Property constituting direct or indirect security therefor, (B) to
advance or supply funds (1) for the purchase or payment of any such
primary obligations or (2) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor, (C) to purchase Property or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or
(D) otherwise to assure or hold harmless the holder of such primary
obligation against loss in respect thereof. 
The amount of any Contingent Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation with
respect to which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation for which such Person may be liable pursuant
to the terms of the instrument evidencing such Contingent Obligation) or, if
not stated or determinable, the maximum reasonably anticipated liability with
respect thereto (assuming such Person is required to perform thereunder), as
determined by such Person in good faith.


Contractual Adjustment Allowance - on any date, an amount determined by
Borrowers, but acceptable to Administrative Agent in its Credit Judgment,
intended to represent the amount of Retail Receivables as of such date that
Borrowers do not expect to be paid in Cash, such reserve to be computed in
accordance with Borrowers’ historical practices.


Control Agreements - the control agreements to be executed by certain depository and
other institutions of a Borrower in favor of Administrative Agent with respect
to certain Deposit Accounts and other accounts of Borrowers, including the
Concentration Account, the Investment Accounts and each Wholesale Collection
Account, for the benefit of Secured Parties, as security for the Obligations.


Controlled
Disbursement Account - a demand deposit
account maintained by Borrowers at BofA or any of its Affiliates and to which
proceeds of Loans may be transferred from time to time.


Credit Judgment - Administrative Agent’s judgment exercised in a manner consistent
with its customary practices or otherwise in good faith, based upon its
consideration of any factor that it believes (i) will or could reasonably
be expected to affect adversely the quantity, quality, mix or value of any
Collateral, the enforceability or priority of Administrative Agent’s Liens or
the amount that Administrative Agent and Lenders would be likely to receive
(after taking into account delays in the payment and estimated costs of
enforcement) in the collection of the Accounts or liquidation of any of the
Collateral; (ii) suggests that any collateral report or financial
information delivered to Administrative Agent by any Person on behalf of any
Obligor is incomplete, inaccurate or misleading in any material respect;
(iii) materially increases the



 12
 









likelihood of the filing
of any Insolvency Proceeding involving any Obligor after the Post-Confirmation
Effective Date; or (iv) creates or reasonably could be expected to create
or result in a Default or Event of Default. 
In exercising such judgment, Administrative Agent may consider such
factors already included in or tested by the definition of Eligible Accounts,
as well as any of the following: 
(a) the financial and business climate of Borrowers’ industry;
(b) changes in collection history and dilution with respect to the
Accounts; (c) material changes in any concentration risks with respect to
Accounts; and (d) any of the factors that could materially increase the
credit risk of lending to any of Borrowers on the security of the
Collateral.  The burden of establishing
lack of good faith shall be on Borrowers.


Current Asset - on any date, any asset that would be properly classified as a
current asset in accordance with GAAP on such date.


CWA - the
Clean Water Act (33 U.S.C. §§ 1251 et  seq.).


Debt -
as applied to a Person means, without duplication:  (i) all obligations of such Person for
Money Borrowed and all obligations of such Person evidenced by bonds, notes or
similar instruments; (ii) all obligations of such Person for the deferred
purchase price of Property or services (excluding accounts payable and other
accrued liabilities incurred in the Ordinary Course of Business);
(iii) all Contingent Obligations of such Person in respect of items that
would constitute Debt under clause (i) or (ii) of this definition;
(iii) all reimbursement obligations in connection with letters of credit
or letter of credit guaranties issued for the account of such Person; and
(iv) in the case of a Borrower (without duplication), the
Obligations.  The Debt of a Person
shall include any recourse Debt of any partnership or joint venture in which
such Person is a general partner or joint venturer.


Default -
an event or condition the occurrence of which would, with the lapse of time or
the giving of notice, or both, become an Event of Default.


Default Rate -
on any date, a rate per annum that is equal to (i) in the case of each
Revolver Loan outstanding on such date, 2% in excess of the rate otherwise
applicable to such Loans on such date, and (ii) in the case of any of the
other Obligations outstanding on such date, 2% plus the highest
Applicable Margin for Base Rate Loans.


Deposit Account
- shall have the meaning given to the term “deposit account” in the UCC.


Deposit Accounts
Collateral - all Deposit Accounts of Borrowers in
existence on the Post-Confirmation Effective Date and identified on Schedule 8.3 and each Deposit Account
established by a Borrower after the Post-Confirmation Effective Date for the
purpose of depositing collections on Accounts or other proceeds of Collateral
therein.


Distribution -
in respect of any entity, (i) any payment of dividends or other
distributions on Equity Interests of the entity (except distributions in Equity
Interests) and (ii) any purchase, redemption or other acquisition or
retirement for value of Equity Interests of the entity or any Subsidiary of the
entity unless made contemporaneously from the net proceeds of the sale of
Equity Interests, including Upstream Payments of the type described in clause
(c) of the definition of such term.


Document -
shall have the meaning given to the term “document” in the UCC.



 13















Dollars and the sign $ - lawful money of the United States of America.


Dominion Account - a Deposit Account established by Borrowers at BofA or at another
bank selected by Borrowers, but acceptable to Administrative Agent in its
reasonable discretion, and over which, upon written notice from Administrative
Agent of the existence of a Restrictive Trigger Event, Administrative Agent
shall have exclusive access and dominion for withdrawal purposes.


Electronic Chattel
Paper - shall have the meaning given to the term “electronic
chattel paper” in the UCC.


Eligible Account - an Eligible Retail Receivable or Eligible Wholesale Receivable, or
both of them, as the context requires.


Eligible Assignee - a Person that is a Lender, a U.S. based Affiliate of a Lender or an
Approved Fund (as defined below); a commercial bank, finance company, or other
financial institution, in each case that is organized under the laws of the
United States or any state, has total assets in excess of $10 billion, extends
asset-based lending facilities of the type contemplated herein in the Ordinary
Course of Business and whose becoming an assignee would not constitute a
prohibited transaction under Section 4975 of ERISA or any other Applicable Law,
is acceptable to Administrative Agent and, unless an Event of Default exists,
Borrowers (such approval by Borrowers, when required, not to be
unreasonably withheld or delayed and to be deemed given by Borrowers if no
objection is received by the assigning Lender and Administrative Agent from Borrowers
within 7 Business Days after notice of such proposed assignment has been
provided by the assigning Lender as set forth in Section 14.3); and, at any time that an Event of Default
exists, any other Person acceptable to Administrative Agent in its discretion.  The term “Approved Fund” means any Person
(other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the Ordinary Course
of Business of such Person and that is administered or managed by (i) a Lender,
(ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity
that administers or manages a Lender.


Eligible Cash
- Cash or Cash Equivalents  on deposit
in the Concentration Account, the Investment Accounts or any other Deposit
Account that is at all times subject to a Lien in favor of Administrative Agent
and with respect to which Administrative Agent has “control” under (and as
defined in) the UCC.


Eligible Retail Receivable - a Retail Receivable which arises in the Ordinary Course of
Business of a Borrower from the rendition or performance of services, is
payable in Dollars, is subject to Administrative Agent’s duly perfected Lien
and is deemed by Administrative Agent, in its Credit Judgment, to be an Eligible
Retail Receivable.  Without limiting the
generality of the foregoing, no Retail Receivable shall be an Eligible Retail
Receivable if:  (i) the Third Party
Payor is an Affiliate of a Borrower, a Person controlled by an Affiliate of a
Borrower or a Blocked Person; (ii) the Retail Receivable is unbilled;
(iii) it is outstanding more than 120 days after the billing date, but only to
the extent of 50% of such Retail Receivable; (iv) the total unpaid Retail
Receivables of the Third Party Payor exceed 25% of the aggregate amount of all
Accounts, to the extent of such excess; (v) any covenant, representation or
warranty contained in the Agreement with respect to such Retail Receivable has
been breached in any material respect; (vi) the Third Party Payor is also such
Borrower’s creditor or supplier, or the Third Party Payor has disputed
liability with respect to such Retail Receivable, or the Third Party Payor has
made any claim with respect to any other Retail Receivable due from such Third
Party Payor to such Borrower, or the Retail Receivable otherwise is or may
reasonably be expected to become subject



 14
 









to
any right of setoff (to the extent not waived in writing by such Third Party
Payor), counterclaim (to the extent not waived in writing by such Third Party
Payor), recoupment (to the extent not waived in writing by such Third Party
Payor), reserve or chargeback, provided that the Retail Receivables of such
Third Party Payor shall be ineligible only to the extent of such offset,
counterclaim, recoupment, disputed amount, reserve or chargeback; (vii) an
Insolvency Proceeding has been commenced by or against the Third Party Payor or
the Third Party Payor has failed, suspended business or ceased to be Solvent;
(viii) the Third Party Payor is located in a state in which such Borrower is
deemed to be doing business under the laws of such state and which denies
creditors access to its courts in the absence of qualification to transact
business in such state or of the filing of any reports with such state, unless
such Borrower has qualified as a foreign entity authorized to transact business
in such state or has filed all required reports; (ix) the Retail Receivable is
subject to a Lien other than a Permitted Lien; (x) the Retail Receivable is
evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to
judgment; (xi) the Retail Receivable represents a progress billing or a
retainage; (xii) such Borrower has made any agreement with the Third Party
Payor for any deduction therefrom, except for discounts, adjustments or
allowances which are made in the Ordinary Course of Business and which
discounts or allowances are reflected in the calculation of the net amount of
such Retail Receivable; (xiii) the Retail Receivable represents, in whole or in
part, a billing for interest, fees or late charges; (xiv) the total Eligible
Retail Receivables due from Account Debtors other than Third Party Payors
exceeds $588,000, to the extent of such excess; (xv) it is not evidenced by an
invoice, statement or other electronic or documentary evidence satisfactory to
Administrative Agent; (xvi) to the extent it constitutes a credit balance that
is more than 120 days old; (xvii) it arises under or in connection with an
agreement in respect of which Borrowers have posted a performance, surety or
similar bond; (xviii) it has been turned over or submitted to a third party for
collection; or (xix) the Account Debtor on such Retail Receivable has been
characterized by Borrowers as falling into an “unknown financial class.”  In addition to the foregoing, on any date the
balance of Eligible Retail Receivables on such date shall be reduced by the
aggregate of the Contractual Adjustment Allowance on such date and the
Professional Fees Allowance on such date.


Eligible Wholesale Receivable - a Wholesale Receivable that arises in the Ordinary Course of
Business of a Borrower from the rendition of services, is payable in
Dollars, is subject to Administrative Agent’s duly perfected Lien, and is
deemed by Administrative Agent, in its Credit Judgment, to be an Eligible
Wholesale Receivable.  Without limiting
the generality of the foregoing, no Account shall be an Eligible Wholesale
Receivable if:  (i) it arises out of
a sale made by a Borrower to an Affiliate of a Borrower, a Person controlled by
an Affiliate of a Borrower or a Blocked Person; (ii) it is unpaid more
than 90 days
after the original invoice date; (iii) 50% or more of the Accounts from the
Account Debtor are not deemed Eligible Accounts hereunder; (iv) the total
unpaid Accounts of the Account Debtor exceed 25% of the aggregate amount of all
Accounts or exceed a credit limit established by Administrative Agent, in its
Credit Judgment, for such Account Debtor, in each case to the extent of such
excess; (v) any covenant, representation or warranty contained in this
Agreement with respect to such Account has been breached in any material
respect; (vi) the Account Debtor is also such Borrower’s creditor or
supplier, or has disputed liability with respect to such Account or has made
any claim with respect to any other Account due from such Account Debtor to
such Borrower, or the Account otherwise is or may reasonably be expected to
become subject to any right of setoff (to the extent not waived in writing by
such Account Debtor), counterclaim (to the extent not waived in writing by such
Account Debtor), recoupment (to the extent not waived in writing by such
Account Debtor), reserve, defense or chargeback, provided that the Accounts of
such Account Debtor shall be ineligible only to the extent of such dispute
or right of offset, counterclaim, recoupment, reserve, defense or chargeback;
(vii) an Insolvency Proceeding has been commenced by or



 15
 









against
the Account Debtor or the Account Debtor has failed, suspended or ceased doing
business; (viii) the Account Debtor is not Solvent; (ix) it arises
from a sale to an Account Debtor organized under the laws of any jurisdiction
outside of the United States or that has its principal office, assets or place
of business outside the United States except to the extent that the sale is
supported or secured by an Approved Credit Enhancement;  (x) the Account Debtor is located in a
jurisdiction in which such Borrower is deemed to be doing business under the
laws of such jurisdiction and which denies creditors access to its courts in
the absence of qualification to transact business in such jurisdiction or of
the filing of any reports with such jurisdiction, unless such Borrower has
qualified as a foreign entity authorized to transact business in such
jurisdiction or has filed all required reports; (xi) the Account is
subject to a Lien other than a Permitted Lien; (xii) the Account is
evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to
judgment; (xiii) the Account represents a progress billing or a retainage;
(xiv) such Borrower has made any agreement with the Account Debtor for
any deduction therefrom, except for discounts or allowances which are made
in the Ordinary Course of Business and which discounts or allowances are
reflected in the calculation of the face value of each invoice related to such
Account; (xv) the Account represents, in whole or in part, a billing for
interest, fees or late charges; (xvi) the Account Debtor has made a
partial payment with respect to such Account; (xvii) to the extent it
constitutes a credit balance that is more than 90 days old; or (xviii) it
arises under or in connection with an agreement in respect of which Borrowers
have posted a performance, surety or similar bond.


Enforcement Action - action taken or to be taken by Administrative Agent, during any
period that an Event of Default exists, to enforce collection of the
Obligations or to realize upon the Collateral (whether by judicial action,
under power of sale, by self-help repossession, by notification to Account
Debtors, or by exercise of rights of setoff or recoupment).


Environmental Laws - all federal, state, local and foreign laws, rules,
regulations, codes, ordinances, orders and consent decrees (together with all
programs, permits and guidance documents promulgated by regulatory agencies, to
the extent having the force of law), now or hereafter in effect,  that relate to public health (but excluding
occupational safety and health, to the extent regulated by OSHA) or the
protection or pollution of the environment, whether new or hereafter in effect,
including CERCLA, RCRA and CWA.


Environmental Release - a release as defined in CERCLA or under any other applicable
Environmental Laws.


Equity Interest
- the interest of (i) a shareholder in a corporation, (ii) a partner
(whether general or limited) in a partnership (whether general, limited or
limited liability), (iii) a member in a limited liability company, or
(iv) any other Person having any other form of equity security or
ownership interest, together, in each case, with any and all warrants, rights
or options to purchase or other arrangements or rights to acquire any of the
foregoing (but excluding any debt security that is exchangeable for or
convertible into such Equity Interests).


ERISA -
the Employee Retirement Income Security Act of 1974.


Event of Default
- as defined in Section 12.


Excluded Taxes
- any (A) income, branch profits or franchise taxes imposed on (or measured by)
net income or gross receipts (other than any such taxes imposed solely as a
result of Borrower’s activities in a jurisdiction) (B) any tax that is imposed
on amounts payable to the Lender at the time the Lender becomes a party to this
Agreement (or designates a new lending office) and (C) any taxes attributable
to Lender’s failure to comply with Section 5.9.3
of this Agreement.



 16
 









Executive Order
No. 13224 - Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001.


Existing Credit
Agreement - as defined in the Recitals hereto.


Existing Loan
Documents - the “Loan Documents” under (and as defined
in) the Existing Credit Agreement.


Extraordinary Expenses - all reasonable out-of-pocket costs, expenses, fees (including fees
incurred to Administrative Agent Professionals) or advances that Administrative
Agent or any Lender may suffer or incur during any period that an Event of
Default exists, or during the pendency of an Insolvency Proceeding of an
Obligor, on account of or in connection with (i) the audit, inspection,
repossession, storage, repair, appraisal, insuring, completion of the
manufacture of, preparing for sale, advertising for sale, selling, collecting
or otherwise preserving or realizing upon any Collateral; (ii) any action,
suit, litigation, arbitration, contest or other judicial or non-judicial proceeding
(whether instituted by or against Administrative Agent, any Lender, any
Obligor, any representative of creditors of any Obligor or any other Person) in
any way arising out of or relating to any of the Collateral (or the validity,
perfection, priority or avoidability of Administrative Agent’s Liens with
respect to any of the Collateral), any of the Loan Documents or the validity,
allowance or amount of any of the Obligations, including any lender liability
or other Claims asserted against Administrative Agent or any Lender;
(iii) the exercise, protection or enforcement of any rights or remedies of
Administrative Agent in, or the monitoring of, any Insolvency Proceeding;
(iv) the settlement or satisfaction of any Liens upon any Collateral
(whether or not such Liens are Permitted Liens); (v) the collection or
enforcement of any of the Obligations, whether by Enforcement Action or
otherwise; (vi) the negotiation, documentation, and closing of
any amendment, waiver, restructuring or forbearance agreement with respect
to the Loan Documents or Obligations; (vii) amounts advanced by
Administrative Agent pursuant to
Sections 8.1.3 or 15.10; or (viii) the enforcement of any
of the provisions of any of the Loan Documents. 
Such costs, expenses and advances may include transfer fees, taxes,
storage fees, insurance costs, permit fees, utility reservation and standby
fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’
fees and commissions, accountants’ fees, environmental study fees, wages and
salaries paid to employees of any Borrower or independent contractors in
liquidating any Collateral, travel expenses, all other fees and expenses
payable or reimbursable by Borrowers or any other Obligor under any of the Loan
Documents, and all other fees and expenses associated with the enforcement of
rights or remedies under any of the Loan Documents, but excluding
compensation paid to employees (including inside legal counsel who are
employees) of Administrative Agent or any Lender.


Fee Letter -
the fee letter agreement between Administrative Agent and Borrower Agent dated
June 28, 2007.


FEIN - with
respect to any Person, the Federal Employer Identification Number of such
Person.


Financial Covenant Trigger Amount - on any date of determination, shall mean
an amount equal to $7,500,000.



 17
 









Fiscal Quarter - each quarter of Parent, InSight Health, Borrowers and their
respective Subsidiaries for accounting and tax purposes, ending on September
30, December 31, March 31 and June 30 of each year.


Fiscal Year - the fiscal year of Parent, InSight Health, Borrowers and their
respective Subsidiaries for accounting and tax purposes, which ends on
June 30 of each year and when preceded by the designation of a calendar year
(e.g., 2008 Fiscal Year) means the fiscal year ended on June 30 of
such designated calendar year.


Fixed Charge
Coverage Ratio - for any Fixed Charge
Coverage Ratio Test Period, the ratio of (a) Adjusted EBITDA for such
period minus Capital Expenditures (excluding Capital Expenditures
financed with Funded Debt other than Revolver Loans) for such period, minus
Distributions for such period (other than Distributions to Parent, InSight
Health or a Borrower), net of any contributions of equity capital paid in Cash
to Parent, InSight Health or a Borrower from (1) repayments of loans made by
Parent, InSight Health or a Borrower to an officer, director or employee of a
Borrower or any other Obligor pursuant to clause (xii)(a) of the definition of
Restricted Investment from whom Parent’s Equity Interests are repurchased and
(2) proceeds from resales of Parent’s Equity Interests so repurchased, minus
Cash Taxes Paid for such period minus the amount of investments
permitted pursuant to clause (xvi) of the definition of Restricted Investment
during such period, to (b) the sum of all Fixed Charges for such period,
all calculated for Parent, InSight Health, Borrowers and their respective
Subsidiaries on a Consolidated basis.


Fixed Charge Coverage
Ratio Test Date - the last day of any fiscal period of
Parent, InSight Health and Borrowers in which the Fixed Charge Coverage Ratio
is tested (i) for purposes of determining the Applicable Margin, or (ii) for
purposes of the financial covenant in Section 10.3,
or (iii) for purposes of clause (e)(ii) of the definition of “Permitted Acquisition.”


Fixed Charge
Coverage Ratio Test Period - (i) with respect to any Fixed
Charge Coverage Ratio Test Date occurring on or prior to July 31, 2008, the
period commencing on the Post-Confirmation Effective Date and ending on such
Fixed Charge Coverage Ratio Test Date, and (ii) with respect to any Fixed
Charge Coverage Ratio Test Date occurring on August 31, 2008, or any time
thereafter, the 12 consecutive fiscal months of Parent, InSight Health and
Borrowers ending on such Fixed Charge Coverage Ratio Test Date.


Fixed Charges - for any fiscal period, the sum of (i) Cash Interest Expense for
such period plus (ii) scheduled principal payments on Funded Debt
(including scheduled principal payments on Capitalized Lease Obligations but
excluding the Revolver Loans).


FLSA - the
Fair Labor Standards Act of 1938.


Foreign Lender
- any Lender that is organized under the laws of a jurisdiction other than the
laws of the United States, any state thereof or the District of Columbia.


FRN Indenture
Amendment - collectively, (i) the First Supplemental
Indenture to the Senior Note Indenture dated May 18, 2006, (ii) the Waiver and
Agreement No. 1 to the Senior Note Indenture and Second Supplemental Indenture
to the Senior Note Indenture, each dated as of May 29, 2007, and (iii) the Third Supplemental Indenture to the Senior
Note Indenture dated as of July 9, 2007, in each case excluding any amendments,
modifications or supplements thereto after the date thereof.



 18
 









Full Payment - with respect to any of the Obligations, the full and final payment
in full, in cash (or immediately available funds) and in Dollars, of such
Obligations, including all interest, fees and other charges payable in
connection therewith under any of the Loan Documents, whether such interest,
fees or other charges accrue or are incurred prior to or during the pendency of
an Insolvency Proceeding and whether or not any of the same are allowed or
recoverable in any Bankruptcy Case pursuant to Section 506 of the Bankruptcy
Code or otherwise; with respect to any LC Obligations represented by undrawn
Letters of Credit and Banking Relationship Debt (including Debt arising under
Hedging Agreements), the depositing of cash with Administrative Agent or
delivery to Administrative Agent of a Supporting LC, as security for the
payment of such Obligations, not to exceed 104% of the aggregate undrawn amount
of such Letters of Credit and 100% of Administrative Agent’s good faith
estimate of the amount of Banking Relationship Debt due and to become due after
termination of such Bank Products; and with respect to any Obligations that are
contingent in nature (other than Obligations consisting of LC Obligations or
Banking Relationship Debt), such as a right of Administrative Agent or a Lender
to indemnification by any Obligor, the depositing of cash with Administrative
Agent, or delivery to Administrative Agent of a Supporting LC, in an amount
equal to 100% of such Obligations or, if such Obligations are unliquidated in
amount and represent a claim which has been overtly asserted against
Administrative Agent or a Lender and for which an indemnity has been provided
by Borrowers in any of the Loan Documents, in an amount that is equal to such
claim or Administrative Agent’s good faith estimate of such claim.  None of the Loans shall be deemed to have
been paid in full until all Commitments related to such Loans have expired or
been terminated.


Funded Debt - with respect to Parent, InSight Health, Borrowers and their
respective Subsidiaries, the sum, without duplication, of (i) the
aggregate amount of Debt of Parent, InSight Health, Borrowers and their
respective Subsidiaries consisting of or relating to (a) the borrowing of
money or the obtaining of credit (other than trade payables incurred in the
Ordinary Course of Business), including the Obligations, Debt under the Senior
Notes, and any other notes or bonds, (b) the deferred purchase price of
assets (other than trade payables incurred in the Ordinary Course of Business),
or (c) Capitalized Lease Obligations, plus (ii) Debt of the
type referred to in clause (i) of another Person guaranteed by Parent,
InSight Health, a Borrower or a Subsidiary, in each case as determined on a
Consolidated basis.


GAAP -
generally accepted accounting principles in the United States of America in
effect from time to time.


General Intangibles - shall have the meaning given to the term “general intangibles” in
the UCC and shall include each Borrower’s choses in action, causes of action,
company or other business records, inventions, blueprints, designs, patents,
patent applications, trademarks, trademark applications, trade names, trade
secrets, service marks, goodwill, brand names, copyrights, registrations,
licenses, franchises, customer lists, permits, tax refund claims,
computer programs, operational manuals, internet addresses and domain
names, insurance refunds and premium rebates, all rights to indemnification and
all other intangible property of such Borrower of every kind and nature (other
than Accounts).


Goods - shall have the meaning given to the term “goods”
in the UCC.


Government Payor
- any Third Party Payor which is (i) the United States of America acting
under the Medicaid or Medicare programs established pursuant to the Social
Security Act, or under the TRICARE program, (ii) any state or the District
of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of
the Social Security Act (or any successor legislation), (iii) any other
Governmental Authority or (iv) an agent, carrier, administrator or
intermediary for any of the foregoing.



 19
 









Governmental Approvals - all authorizations, consents, approvals, licenses and exemptions of,
registrations and filings with, and reports to, all Governmental Authorities.


Governmental Authority -  any federal, state,
municipal, national, foreign or other governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision
thereof or any entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government
or any court, in each case whether associated with a state of the United
States, the District of Columbia or a foreign entity or government.


Governmental Receivable - a Retail Receivable in respect of which the Third Party Payor is a
Government Payor.


Guarantors
- InSight Health, Parent, and each Person who guarantees payment or performance
of the whole or any part of the Obligations.


Guaranty
- (i) with respect to Parent, the Continuing Guaranty Agreement (InSight Health
Services Holdings Corp.) executed by Parent in favor of Administrative Agent
and dated September 22, 2005; (ii) with respect to InSight Health, the Amended
and Restated Continuing Guaranty Agreement (InSight Health Services Corp.)
executed by InSight Health in favor of Administrative Agent and dated August 1,
2007; and (iii) with respect to any other Guarantor, the guaranty executed by
such Guarantor in favor of Administrative Agent with respect to any of the
Obligations.


Health-Care-Insurance Receivable - shall have the meaning given to the term “health-care-insurance
receivable” in the UCC.


Healthcare Laws
- Medicaid Regulations, Medicare Regulations, Anti-Kickback Statutes,
TRICARE (10 U.S.C. §§ 1071-1106), and all other applicable current and future
laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions or binding agreements issued, promulgated or entered into by the
Food and Drug Administration, CMS, HHS, the Office of Inspector General of
HHS, the Drug Enforcement Administration or any other Governmental
Authority, including any state or local professional licensing laws,
certificate of need laws and state reimbursement laws, relating in any way
to the conduct of the business of any Borrower or any of the
Subsidiaries or the provision of healthcare services generally.


Healthcare Purchaser - a health maintenance organization, prepaid health clinic, managed
care plan, preferred provider organization or other institutional, governmental
or commercial purchaser of healthcare services, which has engaged any Borrower
or any of the Subsidiaries to provide diagnostic imaging services  to Members of health plans offered
by such purchaser pursuant to a Private Provider Agreement.


Hedging Agreement - any interest rate protection agreement, foreign currency exchange
agreement, forward contract, currency swap agreement, commodity price
protection agreement or other interest or currency exchange rate or commodity
price hedging arrangement.


HHS - the
Department of Health and Human Services.



 20
 









Hostile Acquisition - any investment in a Person, resulting in control of such Person,
involving a tender offer or proxy contest that has not been recommended or
approved by the board of directors or similar body of such Person that is the
subject of the investment prior to the first public announcement or disclosure
relating to such investment.


IHC - InSight Health Corp., a Delaware
corporation.


Impermissible Qualification - any qualification or exception to the opinion or certification of
any independent public accountant as to any financial statement of Parent,
InSight Health or Borrowers which (i) is of a “going concern” or similar
nature or (ii) relates to the limited scope of examination of matters
relevant to such financial statements.


Indemnitees -
the Administrative Agent Indemnitees, the Lender Indemnitees, Issuing Bank
Indemnitees, and the BofA Indemnitees.


Initial Lender
-  BofA, in its capacity as a “Lender”
under this Agreement on the Post-Confirmation Effective Date.


InSight
Health - InSight
Health Services Corp., a Delaware corporation.


Insolvency Proceeding - any action, case or proceeding commenced by or against a Person
under any state, federal or foreign law, or any agreement of such Person for
(i) the entry of an order for relief under any chapter of the Bankruptcy
Code or other insolvency or debt adjustment law (whether state, federal or
foreign), (ii) the appointment of a receiver (or administrative receiver),
trustee, liquidator, administrator, conservator or other custodian for such
Person or any part of its Property, (iii) an assignment or trust
mortgage for the benefit of creditors of such Person, or (iv) the
liquidation, dissolution or winding up of the affairs of such Person.


Instrument -
shall have the meaning given to the term “instrument” in the UCC.


Intellectual Property - all intellectual and similar Property of a Person of every kind and
description, including inventions, designs, patents, patent applications,
copyrights, trademarks, service marks, trade names, mask works, trade secrets,
proprietary information, know-how, software and databases and all embodiments
or fixations thereof and related documentation, registrations and
franchises, all books and records describing or used in connection with the
foregoing and all licenses, or other rights to use any of the foregoing.


Interest Expense
- for any period, interest expense (other than interest payable-in-kind) for
such period minus interest income for such period.


Interest Period
- shall have the meaning ascribed to it in Section 3.1.3.


Investment Accounts - InSight Health Corp. account no. 881586 maintained with BofA and
InSight Health Corp. investment sweep account no. 211500418005 maintained with
Banc of America Securities, LLC, and any replacement of either of the
foregoing.


Investment Property - shall have the meaning given to the term “investment property” in
the UCC and shall include all Securities (whether certificated or
uncertificated), security entitlements, securities accounts, commodity
contracts and commodity accounts.


Issuing Bank
- BofA or an Affiliate of BofA.



 21
 









Issuing Bank Indemnitees - Issuing Bank and all of its present and future officers, directors,
employees, agents and attorneys.


LC Application - an application by any or all Borrowers to Issuing Bank, pursuant to
a form approved by Issuing Bank, for the issuance of a Letter of Credit, that
is submitted to Issuing Bank at least 3 Business Days prior to the
requested issuance of such Letter of Credit.


LC Conditions - the following conditions, the satisfaction of each of which is
required before Issuing Bank shall be obligated to issue a Letter of Credit:
(i) each of the conditions set forth in Section 11.2
has been and continues to be satisfied, including the absence of any Default or
Event of Default; (ii) after giving effect to the issuance of the
requested Letter of Credit and all other unissued Letters of Credit for which
an LC Application has been signed by a Borrower and approved by
Administrative Agent and Issuing Bank, the LC Obligations would not exceed
$15,000,000 and no Out-of-Formula Condition would exist, and, if no Revolver
Loans are outstanding, the LC Obligations do not, and would not upon the
issuance of the requested Letter of Credit, exceed the Borrowing Base;
(iii) such Letter of Credit has an expiration date that is no more than 1
year from the date of issuance; (iv) the currency in which payment is to
be made under the Letter of Credit is Dollars; and (v) the form of the proposed
Letter of Credit is satisfactory to Administrative Agent and Issuing Bank in
their reasonable discretion, provides for sight drafts only and does not
contain any language that automatically increases the amount available to be
drawn under the Letter of Credit.


LC Documents - any and all agreements, instruments and documents (including an LC
Application) required by Issuing Bank to be executed by Borrowers or any other
Person and delivered to Issuing Bank for the issuance, amendment or renewal of
a Letter of Credit.


LC Facility - the subfacility for Letters of Credit established as part of the
Revolver Commitments pursuant to Section 2.3.


LC Obligations - on any date, an amount (in Dollars) equal to the sum of (without
duplication) (i) all amounts then due and payable by any Obligor on such
date by reason of any payment that is made by Issuing Bank under a Letter of
Credit that has not been repaid to Issuing Bank, plus (ii) the
aggregate undrawn amount of all Letters of Credit which are then outstanding or
for which an LC Application has been delivered to and accepted by Issuing Bank,
plus (iii) all fees and other amounts due or to become due in
respect of Letters of Credit outstanding on such date.


LC Request - a Letter of Credit Request from Borrowers to Issuing Bank in the
form of Exhibit I annexed
hereto.


LC Reserve - at any date, the aggregate of all LC Obligations on such date, other
than (i) LC Obligations that Borrowers shall Cash Collateralize on or
prior to such date and (ii) the portion of LC Obligations described in
clause (iii) of the definition thereof.


Lender Indemnitees - Lenders and all of their respective present and future officers,
directors, employees, agents and attorneys.


Lenders - shall have the meaning given to it in the preamble to this Agreement
and shall include BofA (whether in its capacity as a provider of Loans under Section 2 or as the provider of
Swingline Loans under Section 4.1.3)
and any other Person who may from time to time become a “Lender” under this
Agreement.



 22
 









Letter of Credit - any standby letter of credit issued by Issuing Bank for the account
of any Borrower.


Letter-of-Credit
Right - shall have
the meaning given to the term “letter-of-credit-right” in the UCC.


LIBOR Lending Office - with respect to a Lender, the office designated as a LIBOR Lending
Office for such Lender on the signature page hereof (or on any Assignment and
Acceptance, in the case of an assignee) and such other office of such Lender or
any of its Affiliates that is hereafter designated by written notice to
Administrative Agent.


LIBOR Loan -
a Loan, or portion thereof, during any period in which it bears interest at a
rate based upon the applicable Adjusted LIBOR Rate.


Lien -
any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or preferential arrangement in the nature of a security interest of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title
to real property).  For the purpose of this
Agreement, a Borrower shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional sale agreement or other
arrangement pursuant to which title to the Property has been retained by or
vested in some other Person for security purposes.


Lien Waiver
-  an agreement duly executed in favor of
Administrative Agent, in form and content acceptable to Administrative Agent,
by which for locations leased by an Obligor, an owner or mortgagee of premises
upon which any Property of an Obligor is located agrees to waive or subordinate
any Lien it may have with respect to such Property in favor of Administrative
Agent’s Lien therein and to permit Administrative Agent to enter upon such
premises and remove such Property or to use such premises to store or dispose
of such Property.


Liquidity -
on any date, an amount equal to the sum of (i) Availability on such date plus
(ii) the amount of Eligible Cash on such date.


Loan -
a Revolver Loan (and each Base Rate Loan and LIBOR Loan comprising such
Loan).


Loan Account -
the loan account established by each Lender on its books pursuant to Section 5.8.


Loan Documents
- this Agreement, the Other Agreements and the Security Documents.


Loan Year - a
period commencing each calendar year on the same month and day as the date of
this Agreement and ending on the same month and day in the immediately
succeeding calendar year, with the first such period (i.e. the first
Loan Year) to commence on the date of this Agreement.


Margin Stock
- shall have the meaning ascribed to it in Regulation U and of the Board of
Governors.



 23
 









Material Adverse Effect - the effect of any event, condition, action, omission or
circumstance, which, alone or when taken together with other events,
conditions, actions, omissions or circumstances occurring or existing
concurrently therewith, (i) has any material adverse effect upon the
business, operations, Properties or financial condition of any Obligor;
(ii) has or could be reasonably expected to have any material adverse
effect whatsoever upon the validity or enforceability of this Agreement or any
of the other Loan Documents; (iii) has any adverse effect upon the Liens
of Administrative Agent with respect to the Collateral or the priority of any
such Liens; (iv) has any material adverse effect upon the ability of any
Obligor to perform its obligations under this Agreement or any of the
other Loan Documents, including repayment of any of the Obligations when due;
or (v) has any material adverse effect upon the ability of Administrative
Agent or any Lender to enforce or collect the Obligations or realize upon
any of the Collateral in accordance with the Loan Documents and Applicable
Law.  For purposes hereof, neither the
commencement nor the pendency of the Chapter 11 Cases shall in and of
themselves be deemed to cause or to create a Material Adverse Effect.


Material Contract - an agreement to which an Obligor is a party (other than the
Loan Documents) for which breach, termination, cancellation,
nonperformance or failure to renew could reasonably be expected to have a
Material Adverse Effect.


Maximum Rate
- the maximum non-usurious rate of interest permitted by Applicable Law that at
any time, or from time to time, may be contracted for, taken, reserved, charged
or received on the Debt in question or, to the extent that at any time
Applicable Law may thereafter permit a higher maximum non-usurious rate of
interest, then such higher rate. 
Notwithstanding any other provision hereof, the Maximum Rate shall be
calculated on a daily basis (computed on the actual number of days elapsed over
a year of 365 or 366 days, as the case may be).


Medicaid Certification - certification by CMS or a state agency or entity under contract with
CMS that health maintenance, management or care operations are in material
compliance with all of the conditions of participation set forth in the
Medicaid Regulations.


Medicaid Provider Agreement - an agreement entered into between a state agency or other
such entity administering the Medicaid program and a health maintenance
management or care operation under which the health maintenance,
management or care operation agrees to provide services for
Medicaid patients in accordance with the terms of the agreement and
Medicaid Regulations.


Medicaid Regulations - collectively, (i) all federal statutes (whether set forth in Title
XIX of the Social Security Act or elsewhere) affecting the medical assistance
program established by Title XIX of the Social Security Act and any
statute succeeding thereto); (ii) all applicable provisions of all federal
rules, regulations, manuals and orders of all Governmental Authorities
promulgated pursuant to or in connection with the statutes described in clause
(i) above and all federal administrative, reimbursement and other guidelines
of all Governmental Authorities having the force of  law
promulgated pursuant to or in connection with the statutes described in
clause (i) above; (iii) all state statutes and plans for
medical assistance enacted in connection with the statutes and
provisions described in clauses (i) and (ii) above; and (iv) all applicable
provisions of all rules, regulations, manuals and orders of all
Governmental Authorities promulgated pursuant to or in connection
with the statutes described in clause (iii) above and all stated
administrative, reimbursement and other guidelines of all Governmental
Authorities having the force of law promulgated pursuant to or in
connection with the statutes described in clause (ii) above.


Medicare Certification - certification by CMS or a state agency or entity under contract with
CMS that the health maintenance, management or care operation is in material
compliance with all of the conditions of participation set forth in the
Medicare Regulations.



 24
 









Medicare Provider Agreement - an agreement entered into between a state agency or other such
entity administering the Medicare program and a health maintenance, management
or care operation under which the health maintenance, management or care
operation agrees to provide services for Medicare patients in accordance with
the terms of the agreement and Medicare Regulations.


Medicare Regulations - collectively, all federal statutes (whether set forth in Title XVIII
of the Social Security Act or elsewhere) affecting the health insurance program
for the aged and disabled established by Title XVIII of the Social Security Act
and any statute succeeding thereto, together with applicable provisions of all
rules, regulations, manuals and orders and administrative, reimbursement and
other guidelines having the force of law of Governmental Authorities (including
HHS, CMS, the Office of the Inspector General for HHS or any Persons succeeding
to the functions of any of the foregoing) promulgated pursuant to or in
connection with any of the foregoing having the force of law.


Member - an
individual who is a member, subscriber or enrollee, or any dependent of any
member subscriber or enrollee, under any health plan offered by a Healthcare
Purchaser.


Money Borrowed
- as applied to any Obligor, without duplication, (i) Debt arising
from the lending of money by any other Person to such Obligor; (ii) Debt,
whether or not in any such case arising from the lending of money by another
Person to such Obligor, (A) which is represented by notes payable or drafts
accepted that evidence extensions of credit, or (B) which constitutes
obligations evidenced by bonds, debentures, notes or similar instruments,
(iii) Debt that constitutes a Capitalized Lease Obligation;
(iv) reimbursement obligations with respect to letters of credit or
guaranties of letters of credit; and (v) Debt of such Obligor under any
guaranty of obligations that would constitute Debt for Money Borrowed under
clauses (i) through (iii) hereof, if owed directly by such Obligor.


Monthly Cash Collections - for any month, an amount equal to (i) Cash collections by Borrowers
on account of Wholesale Receivables for such month plus (ii) Cash
collections by Borrowers on account of Retail Receivables for such month plus
(iii) Cash reimbursements to Borrowers from Subsidiaries that are not Borrowers
for such month minus Cash refunds made by Borrowers during such month.


Moody’s -
Moody’s Investors Services, Inc.


Multiemployer Plan - has the meaning set forth in Section 4001(a)(3) of ERISA.


Notes - each
Revolver Note and any other promissory note executed by Borrowers at
Administrative Agent’s request to evidence any of the Obligations.


Notice of Borrowing - as defined in Section 4.1.1(i).


Notice of Conversion/Continuation - as defined in Section 3.1.2(ii).


Obligations -
in each case, whether now in existence or hereafter arising, (i) the
principal of, and interest and premium, if any, on the Loans, (ii) all LC
Obligations and all other obligations of any Obligor to Administrative Agent or
Issuing Bank arising in connection with the issuance of any Letter of
Credit, (iii) all liabilities and obligations of Borrowers under any
indemnity for Claims, (iv) all Extraordinary Expenses, and (v) all
other Debts, liabilities,



 25
 









covenants,
duties and obligations (including Contingent Obligations) now or at any time or
times hereafter owing by any Obligor to Administrative Agent or any Lender
under or pursuant to this Agreement or any of the other Loan Documents, or
owing by any Obligor to Administrative Agent or BofA (or any Affiliate of BofA)
with respect to Banking Relationship Debt, in each case, whether evidenced by
any note or other writing, whether arising from any extension of credit,
opening of a letter of credit, acceptance, loan, guaranty, indemnification or
otherwise and whether direct or indirect, absolute or contingent, due or to
become due, primary or secondary, or joint or several, including all interest,
charges, expenses, fees or other sums chargeable to any or all Obligors
under any of the Loan Documents.


Obligor -
each Borrower and each Guarantor, and any other Person that is at any time
liable for the payment of the whole or any part of the Obligations or that
has granted in favor of Administrative Agent a Lien upon any of such Person’s
assets to secure payment of any of the Obligations.


Ordinary Course of Business - with respect to any transaction involving any Person,
the ordinary course of such Person’s business, as undertaken by such
Person in good faith and not for the purpose of evading any covenant or
restriction in any Loan Document.


Organic Documents - with respect to any Person, its charter, certificate or articles of
incorporation, bylaws, articles of organization, limited liability agreement,
operating agreement, members agreement, partnership agreement, certificate of
partnership, certificate of formation or similar agreement or instrument
governing the formation or operation of such Person.


OSHA - the
Occupational Safety and Hazard Act of 1970.


Other Agreements
- the Notes, the Fee Letter, each Guaranty, the Lien Waiver,  each Cash Management Agreement,
Hedging Agreement or other document, instrument or agreement relating to Bank
Products to which an Obligor is party with BofA or any of its Affiliates, and
any and all other agreements, instruments and documents (other than this
Agreement and the Security Documents), heretofore, now or hereafter executed by
any Borrower, any other Obligor or any other Person and delivered to
Administrative Agent or any Lender, or otherwise executed by Administrative
Agent or any Lender in favor of any Person on behalf or for the account of an
Obligor, in each case in respect of the transactions contemplated by this
Agreement or other Loan Documents.


Out-of-Formula Condition - as defined in Section 2.1.2.


Out-of-Formula Loan - a Revolver Loan made or existing when an Out-of-Formula Condition
exists or the amount of any Revolver Loan which, when funded, results in an Out-of-Formula
Condition.


Parent -
InSight Health Services Holdings Corp., a Delaware corporation.


Participant -
as defined in Section 14.2.1.


Participating Lender - as defined in Section 2.3.2(i).



 26
 









Payment Account
- an account maintained by Administrative Agent to which all monies from time
to time deposited to a Dominion Account shall be transferred during a
Restrictive Trigger Event and all other collections on Accounts shall be sent
in immediately available federal funds.


Payment Intangible - shall have the meaning given to the term “payment intangible” in the
UCC.


Payment Item
- each check, draft, or other item of payment payable to a Borrower, including
those evidencing or constituting proceeds of any of the Collateral.


Pending Revolver Loans - at any date, the aggregate principal amount of all Revolver Loans
which have been requested in any Notice of Borrowing received by Administrative
Agent but which have not theretofore been advanced by Administrative Agent or
Lenders.


Permitted Acquisition - (i) if at the time of and after giving pro forma effect to such
Acquisition Transaction, there are no Revolver Loans outstanding and the LC
Obligations that have not been Cash Collateralized do not exceed $2,000,000,
any Acquisition Transaction, provided  that such Acquisition
Transaction is not a Hostile Acquisition; and (ii) if at the time of or after
giving pro forma effect to such Acquisition Transaction, there are Revolver
Loans outstanding or the LC Obligations that have not been Cash Collateralized
exceed $2,000,000, any Acquisition Transaction, provided  that:


(a)                                  the Acquisition Target’s business is in a
Permitted Business Field;


(b)                                 Administrative Agent shall have received
copies of (i) with respect to any Acquisition Transaction involving
Acquisition Consideration of more than $3,000,000, the Acquisition Documents,
(ii) with respect to any Acquisition Transaction involving Acquisition
Consideration of more than $3,000,000, historical financial statements, if
available, or other financial information of the Acquisition Target in form and
substance reasonably acceptable to Administrative Agent and (iii) all
other financial information, lien search results and other documents and
information with respect to the Acquisition Target as Administrative Agent may
reasonably request, all of which shall be reasonably acceptable to
Administrative Agent;


(c)                                  if the acquired assets are to be included in
the Borrowing Base simultaneously with the consummation of the Permitted
Acquisition, Administrative Agent’s examiners shall have completed a field exam
of the Acquisition Target, in scope and with results reasonably acceptable to
Administrative Agent, or if such field exam is not conducted, then the assets
of such Acquisition Target shall not be included in the Borrowing Base and
shall be ineligible for borrowing purposes until such exam is conducted in
scope and with results reasonably acceptable to Administrative Agent;


(d)                                 no Default or Event of Default shall exist at
the time of the Acquisition Transaction or after giving pro forma
effect thereto;


(e)                                  Borrowers shall have delivered to
Administrative Agent a certificate executed by the chief financial officer of
Borrowers which demonstrates to the reasonable satisfaction of Administrative
Agent that (i) at the time of and after giving pro forma
effect to such Acquisition Transaction Borrowers shall have Liquidity of not
less than $20,000,000 and for the 30-day period preceding the date of such
Acquisition, Average Liquidity shall not be less than $20,000,000, and (ii) at
the time of such Acquisition Transaction and after giving effect thereto,
Borrowers shall maintain, on a pro forma basis for the Fixed Charge Coverage
Ratio Test Period ending on the last day of the then most recently ended fiscal
month of Borrowers for which financial statements have been provided to
Administrative Agent pursuant to Section 10.3.1(ii),
a Fixed Charge Coverage Ratio of 1.0 to 1.0;



 27
 









(f)                                    any Debt incurred to any or all of the
sellers in connection with such Acquisition Transaction shall be unsecured;


(g)                                 the Acquisition Transaction is not a Hostile
Acquisition;


(h)                                 Borrower shall have notified Administrative
Agent in writing of the Acquisition Transaction (and provided to Administrative
Agent an information package with respect to the Acquisition Transaction) at
least 14 days prior to the scheduled closing date of the Acquisition
Transaction;


(i)                                     if the Acquisition Transaction involves
Acquisition Consideration greater than $3,000,000, Administrative Agent
contemporaneously with the closing of such Acquisition Transaction shall have
received (i) such documents and instruments as may be necessary to grant or
confirm to Administrative Agent a first priority perfected Lien on assets of
the Acquisition Target so acquired that are consistent with the “Collateral”
hereunder and (ii) if the Acquisition Target acquired is not merged into a
Borrower or an Acquisition Subsidiary that already is a “Borrower” under the
Agreement and, after giving effect to the Acquisition Transaction, the
Acquisition Target is a wholly-owned Subsidiary of a Borrower or Acquisition
Subsidiary, Administrative Agent shall have received a Joinder Agreement
executed by such Acquisition Target, together with such other collateral
documents and opinions of counsel as may be reasonably requested by
Administrative Agent, each in form and substance reasonably satisfactory to
Administrative Agent; and


(j)                                     Pro forma EBITDA of the Acquisition Target for the
12-month period ending on the last day of the most recent month for which
Administrative Agent has received financial statements shall be equal to or
greater than $0.


Permitted Asset Disposition - (i) if at the time of and after giving pro forma effect to such
Asset Disposition there are no Revolver Loans outstanding and the LC
Obligations that have not been Cash Collateralized do not exceed $2,000,000,
any Asset Disposition; and (ii) if at the time of or after giving pro forma
effect to such Asset disposition there are Revolver Loans outstanding or the LC
Obligations that have not been Cash Collateralized exceed $2,000,000, any Asset
Disposition that consists of any of the following:


(a)                                  the disposition of damaged, obsolete or worn out
Property in the Ordinary Course of Business;


(b)                                 the sale of inventory in the Ordinary Course of
Business;


(c)                                  dispositions permitted by Section
10.2.1;


(d)                                 the sale of Equity Interests of any Subsidiary of
InSight Health to a Borrower or a Guarantor;


(e)                                  any disposition of real Property to a Governmental
Authority as a result of a condemnation of such real Property;



 28















(f)                                    the abandonment or cancellation of Intellectual
Property that is not material or is no longer used or useful in any material
respect in the business of Borrowers and their Subsidiaries, taken as a whole;


(g)                                 licenses, leases and subleases of real or personal
Property in the Ordinary Course of Business;


(h)                                 dispositions of Property to any Borrower, Guarantor
or Subsidiary thereof, provided that if the transferor is a Borrower or
a Guarantor then the transferee must be a Borrower or Guarantor;


(i)                                     sales
of Cash Equivalents in the Ordinary Course of Business on ordinary business
terms;


(j)                                     non-exclusive
licenses and sublicenses of Intellectual Property in the Ordinary Course of Business;


(k)                                  sales
or forgiveness of Accounts in the Ordinary Course of Business in connection
with the collection or compromise thereof, including sales of Accounts which
arise from or constitute a workers’ compensation claim or a personal injury
claim; and


(l)                                     the disposition of Property
(other than Collateral) having a fair market value not to exceed $10,000,000 in
the aggregate for any Fiscal Year.


Permitted Business Field - the business engaged in by Borrowers on the Post-Confirmation
Effective Date or a business substantially similar or reasonably related,
complementary or incidental to the business engaged in by Borrowers on the
Post-Confirmation Effective Date and reasonable extensions thereof.


Permitted
Contingent Obligations - Contingent Obligations
arising from endorsements of items of payment for collection or deposit in the
Ordinary Course of Business; Contingent Obligations arising from Hedging Agreements entered into in
the Ordinary Course of Business;  Contingent
Obligations of any Borrower and its Subsidiaries existing as of the
Post-Confirmation Effective Date, including extensions and renewals thereof
that do not increase the amount of such Contingent Obligations as of the
date of such extension or renewal; Contingent Obligations arising under
indemnity agreements to title insurers to cause such title insurers to issue to
Administrative Agent title insurance policies; Contingent Obligations with
respect to customary indemnification obligations in contracts entered into in
the Ordinary Course of Business and in favor of sellers in connection with
Permitted Acquisitions; Contingent
Obligations consisting of reimbursement obligations from time to time owing by
any Borrower to Issuing Bank with respect to Letters of Credit (but in no event
to include reimbursement obligations at any time owing by a Borrower to any
other Person that may issue letters of credit for the account of Borrowers); Contingent Obligations of an Obligor in respect of
Debt of another Obligor; Contingent Obligations of an Obligor or any Subsidiary
thereof on an unsecured basis that do not constitute Debt of such Obligor;
Contingent Obligations of a Subsidiary that is not an Obligor in respect of
obligations (including Debt) of another Subsidiary that is not an Obligor;
and other Contingent Obligations not to exceed $25,000,000 in the aggregate at
any time.


Permitted Lien
- a Lien of a kind specified in Section 10.2.5.



 29
 









Permitted Purchase Money Debt - Purchase Money Debt of Borrowers and their Subsidiaries  that is unsecured or
is secured only by a Purchase Money Lien. 
For the purposes of this definition, the principal amount of any
Purchase Money Debt consisting of capitalized leases shall be computed as a
Capitalized Lease Obligation.


Permitted
Restrictive Agreement — an agreement of a Borrower or
a Subsidiary which is a Restrictive Agreement by virtue of the following:


(a)                                  conditions imposed by Applicable Law or by
any Loan Document;


(b)                                 in the case of clause (b) of the definition
of Restrictive Agreement, an agreement that applies to assets encumbered by
Permitted Liens as long as such restriction applies only to the asset
encumbered by such Permitted Lien;


(c)                                  restrictions and conditions contained in such
agreement existing on the Post-Confirmation Effective Date (but shall not apply
to any amendment or modification expanding the scope of any such restriction or
condition);


(d)                                 restrictions in such agreement in effect at
the time any Person becomes a Subsidiary of a Borrower, provided that
such agreement was not entered into in contemplation of such Person becoming a
Subsidiary of a Borrower;


(e)                                  customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary of a Borrower (or
the assets of a Subsidiary of a Borrower) pending such sale, provided
such restrictions and conditions apply only to the Subsidiary of such Borrower that
is to be sold (or whose assets are to be sold) and such sale is permitted
hereunder;


(f)                                    in the case of clause (b)  of the definition of
Restrictive Agreement, customary provisions in leases and contracts in the
Ordinary Course of Business between a Borrower or any of its Subsidiaries and
its customers and other contracts restricting the assignment thereof;


(g)                                 restrictions in the Senior Note Documents;


(h)                                 restrictions in agreements
governing Debt listed in Schedule 10.2.3
and Refinancing Debt thereof and that are no more restrictive, taken as a
whole, with respect to such  restrictions
than those contained in such agreements on the Post-Confirmation Effective
Date;


(i)                                     customary provisions with
respect to the disposition or distribution of assets or Property, and
provisions restricting the incurrence of the Obligations, in joint venture
agreements, limited liability company operating agreements, partnership
agreements and stockholders agreements for Affiliates that are not Borrowers;
and


(j)                                     customary provisions with
respect to the disposition or distribution of assets or Property in asset sale
agreements, agreements in respect of sales of Equity Interests and other
similar agreements entered into in connection with transactions not prohibited
under this Agreement, provided that such encumbrance or restriction
shall only be effective against the assets or Property that are the subject of
such agreements.


Person -
an individual, partnership, corporation, limited liability company, limited
liability partnership, joint stock company, land trust, business trust, or
unincorporated organization, or a Governmental Authority.



 30
 









Petition
Date - May 29, 2007.


Plan -
an employee pension benefit plan that is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and that is either (i) maintained by Borrower for employees
or (ii) maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which Borrower is then making or accruing an obligation to make contributions
or has within the preceding 5 years made or accrued such contributions.


Post-Confirmation Effective Date - August 1, 2007.


Private Provider Agreement - an agreement entered into between any Borrower and a Healthcare
Purchaser under which such Borrower agrees to provide services for Members of a
health plan offered by such Healthcare Purchaser.


Professional Fees Allowance - on any date, an amount equal to that portion of aggregate
uncollected Retail Receivables that, upon collection, will be payable to
physicians as fees and other amounts due from Borrowers under all PSAs.


Professional Fees Reserve - on any date, an amount equal to that portion of Accounts that have been
collected by Borrowers as of such date that is due from Borrowers to physicians
as fees and other amounts due from Borrowers under all PSAs, as adjusted to
deduct amounts attributable to and owing by Subsidiaries that are not Borrowers
to the extent that such Subsidiaries have sufficient Cash on hand to pay such
amounts as are due and payable as of such date.


Pro Rata -
with respect to any Lender on any date, a percentage ( expressed as a decimal
rounded to the ninth decimal place) arrived at by dividing the amount of the
Total Commitments of such Lender on such date by the aggregate amount of the
Commitments of all Lenders on such date.


Projections -
(i) prior to the Post-Confirmation Effective Date and thereafter until
Administrative Agent and Lenders receive new projections pursuant to Section 10.1.5,
the projections of Borrowers’ financial condition, results of operations, and
cash flow for the Fiscal Year ending June 30, 2008; and (ii) thereafter,
the projections most recently received by Administrative Agent and Lenders
pursuant to and as required by Section 10.1.5.


Properly Contested - in the case of any Debt or Tax of an Obligor that is not paid as and
when due or payable by reason of such Obligor’s bona fide dispute concerning
its liability to pay same or concerning the amount thereof, (i) such Debt
or Tax is being properly contested in good faith by appropriate proceedings
promptly instituted and diligently conducted; (ii) such Obligor has
established appropriate reserves as shall be required in conformity with GAAP;
(iii) the non-payment of such Debt or Tax will not reasonably be expected
to have a Material Adverse Effect and will not result in a forfeiture or sale
of any Collateral; (iv) no Lien is imposed upon any Collateral with respect
to such Debt or Tax unless such Lien is at all times junior and subordinate in
priority to the Liens in favor of Administrative Agent (except only with
respect to property taxes that have priority as a matter of Applicable
Law) and enforcement of such Lien is stayed during the period prior to the
final resolution or disposition of such dispute; and (v) if the Debt or
Tax results from, or is determined by the entry, rendition or issuance against
an Obligor of a judgment, writ, order or decree, enforcement of such judgment,
writ, order or decree is stayed pending a timely appeal or other judicial
review.



 31
 









Property -
any interest in any kind of property or asset, whether real, personal or mixed
and whether tangible or intangible.


Provider Agreement - the Medicaid Provider Agreement, the Medicare provider Agreement,
any Private Provider Agreement or any other agreement by which a Third Party
Payor is obligated to pay for services rendered to patients of any Borrower, or
all of them, as the context requires.


PSA - each Professional
Services Agreement entered into by a Borrower and a physician or group of
physicians in connection with the provision of diagnostic imaging services.


Purchase Money Debt - means and includes (i) Debt (other than the Obligations)
for the payment of all or any part of the purchase price of any fixed asset,
(ii) any Debt (other than the Obligations) incurred at the time of or
within 90 days prior to or after the acquisition of any fixed asset for the
purpose of financing all or any part of the purchase price thereof, and
(iii) any renewals, extensions or refinancings (but not any increases in
the principal amounts) thereof outstanding at the time.


Purchase Money Lien - a Lien upon fixed assets which secures Purchase Money Debt,
but only if such Lien shall at all times be confined solely to the fixed assets
acquired through the incurrence of the Purchase Money Debt secured by such
Lien.


RCRA - the
Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).


Refinancing Conditions - the following conditions, each of which must be satisfied before
Refinancing Debt shall be permitted under Section 10.2.3:
(i) the Refinancing Debt is in an aggregate principal amount that does not
exceed the aggregate principal amount of the Debt being extended, renewed or
refinanced (except by an amount equal to accrued interest thereon and the
amount of all reasonable costs, expenses and premiums incurred in connection
with such extension, renewal or refinancing), (ii) the Refinancing Debt
has a later or equal final maturity and a longer or equal weighted average life
than the Debt being extended, renewed or refinanced, (iii) the Refinancing
Debt does not bear a rate of interest that exceeds, as of the date of such
extension, renewal or refinancing, a market rate (as determined in good faith
by a Senior Officer) for Debt of such type issued by an entity similar to the
Borrower that is liable on the Debt being extended, renewed or refinanced,
(iv) if the Debt being extended, renewed or refinanced is subordinate to
the Obligations, the Refinancing Debt is subordinated to the same extent,
(v) the covenants contained in any instrument or agreement relating to the
Refinancing Debt, taken as a whole, are not materially less favorable to
Borrowers than those relating to the Debt being extended, renewed or
refinanced, (vi) at the time of and after giving effect to such extension,
renewal or refinancing, no Default or Event of Default shall exist,
(vii) no additional Lien is granted to secure the repayment of the Refinancing
Debt, and (viii) no additional Obligor is or may become obligated on the
Refinancing Debt.


Refinancing Debt
- Debt for Money Borrowed that is permitted by Section 10.2.3 and that is the subject or the result of
an extension, renewal or refinancing.


Register - the
register maintained by Administrative Agent in accordance with Section 5.8.2.


Regulation D
- Regulation D of the Board of Governors.



 32
 









Reimbursement Date - as defined in Section 2.3.1(iii).


Rentals -
all payments which a lessee is required to make under the terms of any lease.


Report - as
defined in Section 13.1.5.


Reportable Event
- any of the events set forth in Section 4043(c) of ERISA.


Required Lenders
- at any date of determination thereof, Lenders having Commitments representing
at least 51% of the aggregate Commitments at such time; provided, however, that
if any Lender shall be in breach of any of its obligations hereunder to
Borrowers or Administrative Agent, including any breach resulting from its
failure to honor its Commitment in accordance with the terms of this Agreement,
then, for so long as such breach continues, the term “Required Lenders”
shall mean Lenders (excluding each Lender that is in breach of its obligations
under this Agreement) having Commitments representing at least 51% of the aggregate
Commitments (excluding the Commitments of each Lender that is in breach of its
obligations under this Agreement) at such time; provided further, that if all
of the Commitments have been terminated, the term “Required Lenders” shall mean
Lenders (excluding each Lender that is in breach of its obligations under this
Agreement) holding Loans (including Swingline Loans) representing at least 51%
of the aggregate principal amount of Loans (including Swingline Loans)
outstanding at such time.


Restricted Investment - any acquisition of Property by a Borrower or any of its
Subsidiaries in exchange for cash or other Property, whether in the form of an
acquisition of Equity Interests or Debt, or the purchase or acquisition by such
Borrower or any Subsidiary of any other Property, or a loan, advance or capital
contribution, except the following: (i) acquisitions of fixed assets to be
used in the Ordinary Course of Business of such Borrower or any of its
Subsidiaries; (ii) acquisitions of goods to be used in the provision of
services by such Borrower or any of its Subsidiaries in the Ordinary Course of
Business; (iii) acquisitions of Current Assets in the Ordinary Course of
Business of such Borrower or any of its Subsidiaries; (iv)  investments to
the extent existing on the Post-Confirmation Effective Date; (v) Cash
Equivalents; (vi) loans and other advances of money to the extent not
prohibited by Section 10.2.2;
(vii) Permitted Acquisitions; (viii) Hedging Agreements entered
into in the Ordinary Course of Business and not for speculative purposes;
(ix) Debt permitted pursuant to Section 10.2.3;
(x) Distributions to the extent permitted under this Agreement; (xi) extensions of trade credit in the Ordinary Course of
Business; (xii) Permitted Contingent Obligations; (xii) loans and advances to
employees, officers and directors of any Borrower or Guarantor or Subsidiary
thereof (a) to the extent the proceeds thereof are used to acquire Equity
Interests of Parent so long as any cash proceeds received by Parent are contemporaneously
remitted to InSight Health and (b) in the Ordinary Course of Business
(including for travel, entertainment and relocation expenses) in an aggregate
amount for all such loans and advances permitted by this clause (b) not to
exceed $500,000 at any one time outstanding; (xiii) investments consisting of Equity Interests,
obligations, securities or other Property received by any Guarantor, Borrower
or Subsidiary thereof in settlement of Accounts (created in the Ordinary Course
of Business); (xiv) intercompany
investments (a) by any Subsidiary of InSight Health in InSight Health or
another Borrower or Guarantor, and (b) by any Subsidiary of InSight Health
that is not a Borrower or Guarantor in any Person that is not a Borrower or
Guarantor; (xv) investments in prepaid expenses, negotiable instruments held
for collection and lease, utility and workers compensation, performance and
similar deposits entered into as a result of the operations of the business in
the Ordinary Course of Business; and (xvi) expenditures of Cash to purchase
Equity Interests of or funding of loans to joint ventures or other business
organizations that are Affiliates but not Obligors.



 33
 









Restrictive Agreement - an agreement that, if and for so long as an Obligor or any
Subsidiary of such Obligor is a party thereto, would prohibit, condition or
restrict such Obligor’s or Subsidiary’s right to: (a)  incur or repay  any of the Obligations; (b) grant Liens upon
any of such Obligor’s or Subsidiary’s assets (including Liens granted in favor
of Administrative Agent pursuant to the Loan Documents); (c) declare or make
Distributions; or (d) amend, modify, extend or renew any of the Loan Documents.


Restrictive Trigger Event - for purposes of Section 8.2.5(ii), an occurrence whereby Liquidity is
less than $7,500,000 at a time when there are any Revolver Loans outstanding.


Retail Collection Account - shall have the meaning ascribed to it in Section
8.2.5(i).


Retail Receivable - an Account arising from (i) the provision of diagnostic imaging services  or (ii) the provision of management
of services by IHC or any other Borrower to any Subsidiary that is not a
Borrower.


Retained Rights
- with respect to any Governmental Receivable, the rights of any Obligor or any
Subsidiary thereof granted by Applicable Law with respect to such Governmental
Receivable, including, and as applicable, the collection thereof and discretion
over the transfer thereof to any Person (including Administrative Agent) and to
enforce the claim giving rise to such Governmental Receivable against the
applicable Governmental Authority, in the absence of a court order in the
manner expressly contemplated by Applicable 
Law.


Revolver Commitment - at any date for any Lender, the obligation of such Lender to make
Revolver Loans and
to purchase participations in LC Obligations pursuant to the terms and
conditions of this Agreement, which shall not exceed the principal amount set
forth opposite such Lender’s name under the heading “Revolver Commitment”
on the signature pages of this Agreement or the principal amount set forth in
the Assignment and Acceptance by which it became a Lender, as modified from
time to time pursuant to the terms of this Agreement or to give effect to any
applicable Assignment and Acceptance; and “Revolver Commitments” means
the aggregate principal amount of the Revolver Commitments of all Lenders, the
maximum amount of which on any date shall be $30,000,000, as reduced from time to time pursuant to Section 2.1.5.


Revolver Loan
- a loan made by Lenders as provided in Section 2.1
(including any Out-of-Formula Loan) or a Swingline Loan funded solely by BofA.


Revolver Note
- an Amended and Restated Revolver Note to be executed by Borrowers in favor of
each Lender in the form of Exhibit A
attached hereto, which shall be in the face amount of such Lender’s Revolver
Commitment and which shall evidence all Revolver Loans (other than Swingline
Loans) made by such Lender to Borrowers pursuant to this Agreement.


S&P -
Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc.


Schedule of Accounts - as defined in Section 8.2.1.


SEC -
Securities and Exchange Commission.



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Secured Parties
- Administrative Agent, Issuing Bank, Lenders (including BofA as the provider
of Swingline Loans) and BofA (and any Affiliate of BofA) as the provider of any
Bank Products.


Security - shall have the same meaning as in Section 2(1) of the
Securities Act of 1933.


Security Agreement
- (i) with respect to Parent, the General Security Agreement executed by Parent
in favor of Administrative Agent and dated September 22, 2005; (ii) with
respect to InSight Health, the Amended and Restated General Security Agreement
executed by InSight Health in favor of Administrative Agent and dated on or
about August 1, 2007; and (iii) with respect to any other Guarantor, the
security agreement executed and delivered by such Guarantor to secure all of
its liabilities and obligations under its Guaranty.


Security Documents - each Guaranty, the Control Agreements, the Security Agreement and
all other instruments and agreements now or at any time hereafter securing the
whole or any part of the Obligations.


Senior Note Documents - the Senior Notes, the Senior Notes Indenture and any and all other
agreements, instruments and documents executed in connection therewith or related
thereto.


Senior Note Indenture - the
Indenture, dated as of September 22, 2005, among InSight Health, Parent,
Borrowers and U.S. Bank National Association, as Trustee, as amended by the FRN
Indenture Amendment and as further amended and supplemented from time to time
to the extent permitted by this Agreement.


Senior Notes - the
$315,000,000 Senior Secured Floating Rate Notes of InSight Health due 2011
issued under the Senior Note Indenture (and any Senior Secured Floating Rate
Notes of InSight Health due 2011 issued in exchange therefor in an exchange
offer)  (plus any principal amounts
issued in lieu of Cash interest).


Senior Notes Trustee - U.S. Bank
National Association, and any of its successors and assigns.


Senior Officer
- the chairman of the board of directors, the president or the chief financial
officer of a Borrower.


Settlement Report - a report delivered by Administrative Agent to Lenders summarizing
the amount of the outstanding Revolver Loans as of the Settlement Date and the
calculation of the Borrowing Base as of such Settlement Date.


Social Security Act - the Social Security Act as codified at 42 U.S.C. Section 1395 et
seq.


Software -
shall have the meaning given to the term “software” in the UCC.


Solvent -
as to any Person, such Person (i) owns Property whose fair salable value
is greater than the amount required to pay all of such Person’s debts
(including contingent, subordinated, unmatured and unliquidated liabilities),
(ii) owns Property whose present fair salable value (as defined below) is
greater than the probable total liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities), of such Person as they
become absolute and matured, (iii) is able to pay all of its debts as such
debts mature, (iv) has capital that is not unreasonably small for its
business and is sufficient to carry on its business and transactions and all
business and transactions in which it is about to engage, (v) is not “insolvent”
within the



 35
 









meaning
of Section 101(32) of the Bankruptcy Code, and (vi) has not incurred
(by way of assumption or otherwise) any obligations or liabilities (contingent
or otherwise) under any of the Loan Documents, or made any conveyance pursuant
to or in connection therewith, with actual intent to hinder, delay or defraud
either present or future creditors of such Person or any of its
Subsidiaries.  As used herein, the term “fair
salable value” of a Person’s assets means the amount that may be realized
within a reasonable time, either through collection or sale of such assets at
the regular market value, based upon the amount that could be obtained for such
assets within such period by a capable and diligent seller from an interested
buyer who is willing (but is under no compulsion) to purchase under ordinary
selling conditions.


Statutory Reserves - on any date, the percentage (expressed as a decimal) established by
the Board of Governors which is the then stated maximum rate for all reserves
(including all basic, emergency, supplemental or other marginal reserve requirements
and taking into account any transitional adjustments or other scheduled in
reserve requirements) applicable to any member bank of the Federal Reserve
System in respect to Eurocurrency Liabilities (or any successor category of
liabilities under Regulation D). 
Such reserve percentage shall include those imposed pursuant to said
Regulation D.  The Statutory Reserve
shall be adjusted automatically on and as of the effective date of any change
in such percentage.


Subordinated Debt - Debt incurred by a Borrower that is expressly subordinated and
made junior in right of payment to the Full Payment of the Obligations and, to
the extent that such Debt is incurred on or after the Post-Confirmation
Effective Date, such Debt is payable on terms and conditions (including terms
relating to interest, fees, repayment and subordination) that are reasonably
satisfactory to Administrative Agent.


Subsidiary -
any Person in which more than 50% of its outstanding Voting Securities is owned
directly or indirectly by InSight Health, by a Borrower, by one or more other
Subsidiaries of InSight Health or such Borrower or by InSight Health and/or a
Borrower and one or more other Subsidiaries of InSight Health or a Borrower.


Supporting LC
- an irrevocable letter of credit that is in form and substance reasonably
acceptable to Administrative Agent, issued or confirmed by a bank reasonably
acceptable to Administrative Agent, and payable in Dollars at a place of
payment within the United States that is reasonably acceptable to Administrative
Agent, which letter of credit names Administrative Agent as the beneficiary
thereof.


Supporting Obligation - shall have the meaning given to the term “supporting obligation” in
the UCC.


Swingline Loan
- as defined in Section 4.1.3 (ii).


Taxes - any
present or future taxes, levies, imposts, duties, fees, assessments,
deductions, withholdings or other charges of whatever nature, including income,
receipts, excise, property, sales, use, transfer, license, payroll,
withholding, social security and franchise taxes now or hereafter imposed or
levied by the United States or any other Governmental Authority and
all interest, penalties, additions to tax and similar liabilities with
respect thereto, but excluding Excluded Taxes.


Term - as defined in Section 6.1.



 36
 









Third Party Payor - any Person (other than the customer or patient) that is responsible
for payment of all or any portion of an Account, including any commercial or
non-profit insurer, any Healthcare Purchaser and any Governmental Authority
making payment pursuant to any Healthcare Law. 
For the avoidance of doubt, the term “Third Party Payors” shall include
all Government Payors and all Commercial Payors.


Transferee -
as defined in Section 14.3.3.


Type - any
type of a Loan determined with respect to the interest option applicable
thereto, which shall be either a LIBOR Loan or a Base Rate Loan.


UCC -  the Uniform Commercial Code (or any successor
statute) as adopted and in force in the State of New York or, when the laws of
any other state govern the method or manner of the perfection or
enforcement of any security interest in any of the Collateral, the Uniform
Commercial Code (or any successor statute) of such state.


Undrawn Amount
- on any date with respect to a particular Letter of Credit, the total amount
then available to be drawn under such Letter of Credit in Dollars.


Unused Line Fee
- as defined in Section 3.2.2.


Upstream
Payment -
collectively:


(a)                                  Distributions
by a Subsidiary to a Borrower or any Obligor (other than Parent);


(b)                                 Distributions
by a Subsidiary of a Borrower that is not wholly-owned by such Borrower to the
holders of its Equity Interests, provided that such Distributions are
made pro rata to all holders of its Equity Interests, taking into account the
relative preferences, if any, on the various classes of Equity Interests of
such non-wholly owned Subsidiary;


(c)                                  so
long as no Default or Event of Default shall have occurred and be continuing,
Distributions by a Borrower to InSight Health and by InSight Health  to Parent to permit Parent to
purchase, redeem or otherwise acquire or retire for value Parent’s Equity
Interests from present or former officers, directors or employees of any
Obligor or Subsidiary thereof (or permitted transferees, assigns, estates or
heirs of the foregoing) upon the death, disability or termination of employment
of such officer, director or employee, provided, that the aggregate
amount of payments under this paragraph (c) after the Post-Confirmation
Effective Date (net of (i) repayment of loans related to Equity Interests
made by an Obligor or Subsidiary thereof pursuant to clause (xii)(a) of the
definition of Restricted Investment and repaid in connection with such
purchase, redemption or other acquisition for value of such Equity Interests
and (ii) any proceeds received by Parent and contributed, directly or
indirectly, to IHC  after the date hereof in
connection with resales of any Equity Interests so purchased) shall not exceed
$7,500,000 in the aggregate;


(d)                                 Distributions
to InSight Health for InSight Health to pay InSight Health’s (or distributed by
InSight Health to Parent for Parent to pay Parent’s) proportionate share (as
determined based upon pre-tax income) of the tax liability of the affiliated
group of corporations that file consolidated federal income tax returns (or
that file state or local income tax returns on a consolidated basis), provided
that any refunds received by Parent or InSight Health attributable to InSight
Health or any of its Subsidiaries shall promptly be returned, directly or indirectly,
to IHC through a contribution or purchase of common Equity Interests of InSight
Health and/or IHC, as applicable;



 37
 









(e)                                  Distributions
to InSight Health in amounts required for InSight Health to pay (or distributed
by InSight Health to Parent in amounts required for Parent to pay) franchise
taxes and other fees required to maintain its existence and provide for all
other customary operating costs of InSight Health and Parent to the extent
attributable to the ownership and operation of InSight Health and its
Subsidiaries, including in respect of director fees and expenses,
administrative, legal and accounting services provided by third parties and
other customary costs and expenses including all costs and expenses with
respect to filings with the SEC; and


(f)                                    cashless
exercises of options or warrants.


USA Patriot Act
- the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115
Stat. 272 (2001).


Voting Securities - Equity Interests of any class or classes of a corporation or
other entity the holders of which are ordinarily, in the absence of
contingencies, entitled to elect a majority of the corporate directors or
individuals performing similar functions.


Wholesale Collection Account - shall have the meaning ascribed to it in Section
8.2.5(i).


Wholesale Receivable - an Account that is not a Retail Receivable.


1.2.                            Accounting Terms.  Unless otherwise specified herein, all terms
of an accounting character used in this Agreement shall be interpreted, all
accounting determinations under this Agreement shall be made, and all financial
statements required to be delivered under this Agreement shall be prepared in
accordance with GAAP, applied on a basis consistent with the most recent
audited Consolidated financial statements of Parent, InSight Health, Borrowers
and their respective Subsidiaries heretofore delivered to Administrative Agent
and Lenders, except for any change required by GAAP.


1.3.                            Other Terms.  All other terms contained in this Agreement
shall have, when the context so indicates, the meanings provided for by the UCC
to the extent the same are used or defined therein.


1.4.                            Certain Matters of
Construction.  The
terms “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular section, paragraph
or subdivision.  Any pronoun used shall
be deemed to cover all genders.  In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” and the words “to” and “until” each
means “to but excluding.”  The section
titles, table of contents and list of exhibits appear as a matter of
convenience only and shall not affect the interpretation of this
Agreement.  All references to statutes
shall include all related rules and implementing regulations and any amendments
of same and any successor statutes, rules and regulations; to any agreement,
instrument or other documents (including any of the Loan Documents) shall
include any and all modifications and supplements thereto and any and all
restatements, extensions or renewals thereof to the extent such modifications,
supplements, restatements, extensions or renewals of any such documents are
permitted by the terms thereof; to any Person (including, Administrative Agent,
a Borrower, a Lender or BofA) shall mean and include the successors and
permitted assigns of such Person; to ”including” and “include”
shall be understood to mean “including, without limitation” (and, for
purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be
applicable to limit a general statement, which is followed by or referable to
an enumeration of specific matters to matters similar to the



 38
 









matters specifically mentioned); to the time of day
shall mean the time of day on the day in question in New York, New York,
unless otherwise expressly provided in this Agreement; or to the “discretion”
of Administrative Agent or a Lender shall mean the reasonable discretion of
such Person.  A Default or an Event of
Default shall be deemed to exist at all times during the period commencing on
the date that such Default or Event of Default occurs to the date on which such
Default or Event of Default is waived in writing by Administrative Agent
(acting with the consent or at the direction of the Lenders or the Required
Lenders, as applicable) pursuant to this Agreement or, in the case of a
Default, is cured within any period of cure expressly provided in this Agreement;
and an Event of Default shall “continue” or be “continuing” until such Event of
Default has been waived in writing by Administrative Agent (acting with the
consent or at the direction of the Lenders or the Required Lenders, as
applicable).  All calculations of Value
shall be in Dollars, all Loans shall be funded in Dollars and all Obligations
shall be repaid in Dollars. 
Whenever the phrase “to the best of Borrowers’ knowledge” or words
of similar import relating to the knowledge or the awareness of a Borrower are
used in this Agreement or other Loan Documents, such phrase shall mean and refer to the
actual knowledge of a Senior Officer of any Borrower.


SECTION 2.                            CREDIT FACILITY


Subject to the terms and
conditions of, and in reliance upon the representations and warranties made in,
this Agreement and the other Loan Documents, Lenders severally agree to the
extent and in the manner hereinafter set forth to make their respective shares
of the Commitments available to Borrowers in an aggregate amount up to
$30,000,000, as set forth hereinbelow:


2.1.                            Commitment.


2.1.1.                     Revolver Loans.  Each Lender agrees, severally to the extent
of its Revolver Commitment and not jointly with the other Lenders, upon the
terms and subject to the conditions set forth herein, to make Revolver Loans to
Borrowers on any Business Day during the period from the Post-Confirmation
Effective Date through the Business Day before the last day of the Term, not
to exceed in aggregate principal amount outstanding at any time such Lender’s
Revolver Commitment at such time, which Revolver Loans may be repaid and
reborrowed in accordance with the provisions of this Agreement; provided,
however, that Lenders shall have no obligation to Borrowers whatsoever
to honor any request for a Revolver Loan on or after the Commitment Termination
Date or if at the time of the proposed funding thereof the aggregate principal
amount of all of the Revolver Loans then outstanding (including Swingline
Loans) and Pending Revolver Loans exceeds, or would exceed after the funding of
such Revolver Loan, the Borrowing Base. 
Each Borrowing of Revolver Loans shall be funded by Lenders on a Pro
Rata basis in accordance with their respective Revolver Commitments (except for
BofA with respect to Swingline Loans). 
The Revolver Loans shall bear interest as set forth in Section 3.1.  Each Revolver Loan shall, at the option of
Borrowers, be made or continued as, or converted into, part of one or more
Borrowings that, unless specifically provided herein, shall consist entirely of
Base Rate Loans or LIBOR Loans.


2.1.2.                     Out-of-Formula
Loans.  If the unpaid balance of
Revolver Loans outstanding at any time should exceed the Borrowing Base at
such time (an “Out-of-Formula Condition”), such Revolver Loans shall
nevertheless constitute Obligations that are secured by the Collateral and
entitled to all of the benefits of the Loan Documents.  In the event that Lenders are willing in
their discretion to make Out-of-Formula Loans or are required to do so by Section 13.9.4, such Out-of-Formula Loans shall be
payable  within 2 Business Days of demand and shall bear interest as
provided in Section 3.1.5 or as otherwise agreed among Administrative
Agent, Borrowers and Lenders.



 39
 









2.1.3.                     Use of Proceeds.  The proceeds of the Revolver Loans shall be
used by Borrowers solely for one or more of the following purposes:  (i) to pay any of the Obligations in
accordance with this Agreement; and (ii) to make expenditures for other
lawful corporate purposes of Borrowers to the extent such expenditures are not
prohibited by this Agreement or Applicable Law.  In no event may any Revolver Loan proceeds be
used by any Borrower (iii) to purchase or to carry, or to reduce,
retire or refinance any Debt incurred to purchase or carry, any Margin Stock or
for any related purpose that violates the provisions of Regulations T, U or X
of the Board of Governors, or (iv) to fund any operations or finance
any investments or activities in, or to make payments to, a Blocked Person.


2.1.4.                     Revolver Notes.  The Revolver Loans made by each Lender and
interest accruing thereon shall be evidenced by the records of Administrative
Agent and such Lender and by the Revolver Note payable to such Lender (or the
assignee of such Lender), which shall be executed by Borrowers, completed in
conformity with this Agreement and delivered to such Lender.  All outstanding principal amounts and accrued
interest under the Revolver Notes shall be due and payable as set forth in Section 5.2.


2.1.5.                     Voluntary
Reductions of Revolver Commitments.  Borrowers shall have the right to permanently
reduce the amount of the Revolver Commitments, on a Pro Rata basis for each
Lender, at any time and from time to time upon written notice to Administrative
Agent of such reduction, which notice shall specify the amount of such
reduction, shall be irrevocable once given, shall be given at least
5 Business Days prior to the requested reduction.  Administrative Agent shall promptly transmit
such notice to each Lender.  If on the
effective date of any such reduction in the Revolver Commitments and after
giving effect thereto an Out-of-Formula Condition exists, then the provisions
of Section 5.2.1(iii) shall apply,
except that such repayment shall be due immediately upon such effective date
without further notice to or demand upon Borrowers.  If the Commitments are reduced to zero,
then such reduction shall be deemed a termination of the Commitments
by Borrowers pursuant to Section 6.2.2.  The Revolver Commitments, once reduced,
may not be reinstated without the written consent of all Lenders.


2.2.                            Reserved.


2.3.                            LC Facility.


2.3.1.                     Issuance of
Letters of Credit.  Subject to
all of the terms and conditions hereof, Issuing Bank agrees to establish the LC
Facility pursuant to which, during the period from the date hereof to the last
day of the Term, Issuing Bank shall issue one or more Letters of Credit on
Administrative Agent’s request therefor from time to time, subject to the
following terms and conditions:


(i)                                     Each Borrower
acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is
conditioned upon Issuing Bank’s receipt of (A) an LC Application with
respect to the requested Letter of Credit and (B) such other instruments
and agreements as Issuing Bank may customarily require for the issuance of a
letter of credit of equivalent type and amount as the requested Letter of
Credit.  Issuing Bank shall have no
obligation to issue any Letter of Credit unless (x) Issuing Bank receives
an LC Request and LC Application at least 3 Business Days prior to the date of
issuance of a Letter of Credit, and (y) each of the LC Conditions is
satisfied on the date of Issuing Bank’s receipt of the LC Request and at the
time of the requested issuance of a Letter of Credit.


(ii)                                  Letters of Credit
may be requested by a Borrower only if they are to be used (a) to support
obligations of such Borrower incurred in the Ordinary Course of Business of
such Borrower, on a standby basis, or (b) for such other purposes as
Administrative Agent and Lenders may approve from time to time in writing.



 40
 









(iii)                               Borrowers shall
comply with all of the terms and conditions imposed on Borrowers by Issuing
Bank that are contained in any LC Application or in any other
agreement  customarily or reasonably
required by Issuing Bank in connection with the issuance of any Letter of
Credit.  If Issuing Bank shall honor any
request for payment under a Letter of Credit, Borrowers shall be jointly and
severally obligated to pay to Issuing Bank, in Dollars on the same day as the
date on which payment was made by Issuing Bank (the “Reimbursement Date”), an
amount equal to the amount paid by Issuing Bank under such Letter of Credit
(or, if payment thereunder was made by
Issuing Bank in a currency other than Dollars, an amount equal to the
Dollar equivalent of such currency, as determined by Issuing Bank, as of the
time of Issuing Bank’s payment under such Letter of Credit, in each case),
together with interest from and after the Reimbursement Date until Full
Payment is made by Borrowers at the Default Rate for Revolver Loans
constituting Base Rate Loans.  Until
Issuing Bank has received payment from Borrowers in accordance with the
foregoing provisions of this clause (iii), Issuing Bank, in addition to
all of its other rights and remedies under this Agreement and any LC Application,
shall be fully subrogated to the rights and remedies of each beneficiary
under such Letter of Credit whose claims against Borrowers have been
discharged with the proceeds of such Letter of Credit.  Whether or not a Borrower submits any Notice of
Borrowing to Administrative Agent, Borrowers shall be deemed to have requested
from Lenders a Borrowing of Base Rate Loans in an amount necessary to pay to
Issuing Bank all amounts due Issuing Bank on any Reimbursement Date and each
Lender agrees to fund its Pro Rata share of such Borrowing whether or not any
Default or Event of Default has occurred or exists, the Commitments have been
terminated, the funding of the Borrowing would result in (or increase the
amount of) any Out-of-Formula Condition, or any of the conditions set forth in
Section 11 are not satisfied.


(iv)                              Borrowers assume
all risks of the acts, omissions or misuses of any Letter of Credit by the
beneficiary thereof.  The obligation of
Borrowers to reimburse Issuing Bank for any payment made by Issuing Bank
under a Letter of Credit shall be absolute, unconditional, irrevocable and
joint and several and shall be paid without regard to any lack of validity or
enforceability of any Letter of Credit or the existence of any claim, setoff,
defense or other right which Borrowers may have at any time against a
beneficiary of any Letter of Credit.  The
rights, remedies, powers and privileges of Issuing Bank under this Agreement
with respect to Letters of Credit shall be in addition to, and cumulative with,
all rights, remedies, powers and privileges of Issuing Bank under any of the LC
Documents.  Nothing herein shall be
deemed to release Issuing Bank from any liability or obligation that it may
have in respect to any Letter of Credit arising out of and directly resulting
from its own gross negligence or willful misconduct.


(v)                                 No Letter of
Credit shall be extended or amended in any respect that is not solely
ministerial, unless all of the LC Conditions are met as though a new Letter of
Credit were being requested and issued.


(vi)                              Unless otherwise
provided in any of the LC Documents, each LC Application and each standby
Letter of Credit shall be subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
No. 500, and any amendments or revisions thereto.



 41















2.3.2.                     Participations.


(i)                                     Immediately upon the issuance of any Letter
of Credit, each Lender shall be deemed to have irrevocably and unconditionally
purchased and received from Issuing Bank, without recourse or warranty, an
undivided interest and participation equal to the Pro Rata share of such Lender
(a “Participating Lender”) in all LC Obligations arising in connection with
such Letter of Credit, but in no event greater than an amount which, when added
to such Lender’s Pro Rata share of all Revolver Loans and LC Obligations then
outstanding, exceeds such Lender’s Revolver Commitment; provided, however, that
if Issuing Bank shall have received written notice from a Lender on or before
the Business Day immediately prior to the date of Issuing Bank’s issuance of a
Letter of Credit that one or more of the conditions set forth in Section 11 or
Section 2.3.1 has not been satisfied, Issuing Bank shall have no obligation to
issue the requested Letter of Credit or any other Letter of Credit until such
notice is withdrawn in writing by that Lender or until the Required Lenders
shall have effectively waived such condition in accordance with this
Agreement.  In no event shall Issuing
Bank be deemed to have notice or knowledge of any existence of any Default or
Event of Default or the failure of any conditions in Sections 11 or 2.3.1 to be
satisfied prior to its receipt of such notice from a Lender.


(ii)                                  If Issuing Bank makes any payment under a
Letter of Credit and Borrowers do not repay or cause to be repaid the amount of
such payment on the Reimbursement Date, Issuing Bank shall promptly notify
Administrative Agent, which shall promptly notify each Participating Lender, of
such payment and each Participating Lender shall promptly (and in any event
within 1 Business Day after its receipt of notice from Administrative Agent)
and unconditionally pay to Administrative Agent, for the account of Issuing
Bank, in immediately available funds, the amount of such Participating Lender’s
Pro Rata share of such payment, and Administrative Agent shall promptly pay
such amounts to Issuing Bank.  If a
Participating Lender does not make its Pro Rata share of the amount of such
payment available to Administrative Agent on a timely basis as herein provided,
such Participating Lender agrees to pay to Administrative Agent for the account
of Issuing Bank, forthwith on demand, such amount together with interest
thereon at the Federal Funds Rate until paid. 
The failure of any Participating Lender to make available to
Administrative Agent for the account of Issuing Bank such Participating Lender’s
Pro Rata share of the LC Obligations shall not relieve any other Participating
Lender of its obligation hereunder to make available to Administrative Agent
its Pro Rata share of the LC Obligations. 
No Participating Lender shall be responsible for the failure of any
other Participating Lender to make available to Administrative Agent its Pro
Rata share of the LC Obligations on the date such payment is to be made.


(iii)                               Whenever Issuing Bank receives a payment on
account of the LC Obligations, including any interest thereon, as to which
Administrative Agent has previously received payments from any Participating
Lender for the account of Issuing Bank, Issuing Bank shall promptly pay to each
Participating Lender which has funded its participating interest therein, in
immediately available funds, an amount equal to such Participating Lender’s Pro
Rata share thereof.


(iv)                              The obligation of each Participating Lender
to make payments to Administrative Agent for the account of Issuing Bank in
connection with Issuing Bank’s payment under a Letter of Credit shall be
absolute, unconditional and irrevocable, not subject to any counterclaim,
setoff, qualification or exception whatsoever, and shall be made in accordance
with the terms and conditions of this Agreement under all circumstances and
irrespective of whether or not Borrowers may assert or have any claim for any
lack of validity or unenforceability of this Agreement or any of the other Loan
Documents; the existence of any Default or Event of Default;



 42
 









any
draft, certificate or other document presented under a Letter of Credit having
been determined to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; the
existence of any setoff or defense any Obligor may have with respect to any of
the Obligations; or the termination of the Commitments.


(v)                                 Neither Issuing Bank nor any of its officers,
directors, employees or agents shall be liable to any Participating Lender for
any action taken or omitted to be taken under or in connection with any of the
LC Documents except as a result of actual gross negligence or willful
misconduct on the part of Issuing Bank. 
Issuing Bank does not assume any responsibility for any failure or delay
in performance or breach by a Borrower or any other Person of its obligations
under any of the LC Documents.  Issuing
Bank does not make to Participating Lenders any express or implied warranty,
representation or guaranty with respect to the Collateral, the LC Documents, or
any Obligor.  Issuing Bank shall not be
responsible to any Participating Lender for any recitals, statements,
information, representations or warranties contained in, or for the execution,
validity, genuineness, effectiveness or enforceability of or any of the LC
Documents; the validity, genuineness, enforceability, collectibility, value or
sufficiency of any of the Collateral or the perfection of any Lien therein; or
the assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any Obligor or any Account Debtor.  In connection with its administration of and
enforcement of rights or remedies under any of the LC Documents, Issuing Bank
shall be entitled to act, and shall be fully protected in acting upon, any
certification, notice or other communication in whatever form believed by
Issuing Bank, in good faith, to be genuine and correct and to have been signed,
sent or made by a proper Person.  Issuing
Bank may consult with and employ legal counsel, accountants and other experts
and to advise it concerning its rights, powers and privileges under the LC
Documents and shall be entitled to act upon, and shall be fully protected in
any action taken in good faith reliance upon, any advice given by such
experts.  Issuing Bank may employ agents
and attorneys-in-fact in connection with any matter relating to the LC
Documents and shall not be liable for the negligence, default or misconduct of
any such agents or attorneys-in-fact selected by Issuing Bank with reasonable
care.  Issuing Bank shall not have any
liability to any Participating Lender by reason of Issuing Bank’s refraining to
take any action under any of the LC Documents without having first received
written instructions from the Required Lenders to take such action.


(vi)                              Upon the request of any Participating Lender,
Issuing Bank shall furnish to such Participating Lender copies (to the extent
then available to Issuing Bank) of each outstanding Letter of Credit and
related LC Documents as may be in the possession of Issuing Bank and reasonably
requested from time to time by such Participating Lender.


2.3.3.                     Cash Collateral Account.  If
any LC Obligations, whether or not then due or payable, shall for any reason be
outstanding (i) at any time that an Event of Default exists, (ii) on
any date that Availability is less than zero or (iii) on or at any time
after the Commitment Termination Date, then Borrowers shall, on Issuing Bank’s
or Administrative Agent’s request, forthwith pay to Issuing Bank the amount of
any LC Obligations that are then due and payable and shall, upon the occurrence
of any of the events described in clauses (i) and (iii) hereinabove, Cash
Collateralize all outstanding Letters of Credit or deliver to Administrative
Agent a Supporting LC in a face amount equal to 104% of the aggregate Undrawn
Amounts of such Letters of Credit.  If
notwithstanding the occurrence of one or more of the events described in clauses (i)
and (iii) in the immediately preceding sentence Borrowers fail to Cash
Collateralize, or provide a Supporting LC as provided hereinabove with respect
to, any outstanding Letters of Credit on the first Business Day following
Administrative Agent’s or Issuing Bank’s demand therefor, Lenders may (and
shall upon direction of Administrative Agent) advance such amount as Revolver
Loans (whether or not the Commitment Termination Date has occurred or an Out-of-Formula
Condition is created thereby).  Such cash
(together with any interest accrued thereon) shall be held by



 43
 









Administrative
Agent in the Cash Collateral Account and may be invested, in Administrative
Agent’s discretion, in Cash Equivalents. 
Each Borrower hereby pledges to Administrative Agent and grants to
Administrative Agent a security interest in, for the benefit of Administrative
Agent in such capacity and for the Pro Rata Benefit of Lenders, all Cash
Collateral held in the Cash Collateral Account from time to time and all
proceeds thereof, as security for the payment of all Obligations
(including LC Obligations), whether or not then due or payable.  From time to time after cash is deposited in
the Cash Collateral Account, Administrative Agent may apply Cash Collateral
then held in the Cash Collateral Account to the payment of any amounts, in such
order as Administrative Agent may elect, as shall be or shall become due and
payable by Borrowers to Issuing Bank, Administrative Agent or any Lender with
respect to the LC Obligations.  Neither
Borrowers nor any other Person claiming by, through or under or on behalf of
Borrowers shall have any right to withdraw any of the Cash Collateral held
in the Cash Collateral Account, including any accrued interest, provided that
upon termination or expiration of all Letters of Credit and the payment and
satisfaction of all of the LC Obligations, any Cash Collateral remaining in the
Cash Collateral Account (plus accrued interest thereon, if any)shall be
returned to Borrowers unless an Event of Default then exists (in which event
Administrative Agent may apply such Cash Collateral to the payment of any
other Obligations outstanding and, to the extent so applied, such Cash
Collateral shall be applied in accordance with the provisions of Section 5.6, with any surplus to be turned over to
Borrowers).


2.3.4.                     Indemnifications


(i)                                     In addition to and without limiting any other
indemnity which Borrowers may have to any Indemnitees under any of the Loan
Documents, each Borrower hereby agrees to indemnify and defend each of the
Indemnitees and to hold each of the Indemnitees harmless from and against any
and all Claims which any Indemnitee may suffer, incur or be subject to as a
consequence, directly or indirectly, of (a) the issuance of, payment or
failure to pay or any performance or failure to perform under any Letter of
Credit, (b) any suit, investigation or proceeding as to which
Administrative Agent or any Lender is or may become a party to as a
consequence, directly or indirectly, of the issuance of any Letter of
Credit or the payment or failure to pay thereunder or (c) Issuing Bank
following any instructions of a Borrower with respect to any Letter of Credit
or any Document received by Issuing Bank with reference to any Letter of
Credit.  The foregoing indemnity obligations
of Borrowers are subject to the provisions of Section 15.3
hereof.


(ii)                                  Each Participating Lender agrees to indemnify
and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank
Indemnitees are not reimbursed by Borrowers or any other Obligor, but without
limiting the indemnification obligations of Borrowers under this Agreement), to
the extent of such Lender’s Pro Rata share of the Revolver Commitments, from
and against any and all Claims which may be imposed on, incurred by or asserted
against any of the Issuing Bank Indemnitees in any way related to or arising
out of Issuing Bank’s administration or enforcement of rights or remedies under
any of the LC Documents or any of the transactions contemplated thereby
(including costs and expenses which Borrowers are obligated to pay under Section 15.2).


2.4.                            Bank Products. 
Borrowers may request BofA to provide, or to arrange for one or more of
its Affiliates to provide, Bank Products, but BofA shall have no obligation
whatsoever to provide, or to arrange for the provision of, any Bank
Products.  If Bank Products are provided
by an Affiliate of BofA under any of the Loan Documents, Borrowers agree to
indemnify and hold Administrative Agent, BofA and Lenders harmless from and
against any and all Claims at any time incurred by Administrative Agent, BofA
or any Lenders that arise from any indemnity given to such Affiliates that
relate to such Bank Products.  Borrowers
acknowledge that obtaining Bank Products from BofA or BofA’s Affiliates hereunder
is in the discretion of BofA or BofA’s Affiliates and is subject to all rules
and regulations of BofA or BofA’s Affiliates that are applicable to such Bank
Products.



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SECTION
3.                       INTEREST, FEES AND CHARGES


3.1.                            Interest.


3.1.1.                     Rates of Interest.  Borrowers agree to pay interest in
respect of all unpaid principal amounts of the Revolver Loans from the
respective dates such principal amounts are advanced until paid (whether at
stated maturity, on acceleration or otherwise) at a rate per annum equal to the
applicable rate indicated below:


(i)                                     for Revolver Loans made or outstanding as
Base Rate Loans,  the Applicable
Margin  plus the Base Rate in effect from time to time; or


(ii)                                  for Revolver Loans made or outstanding as
LIBOR Loans, the Applicable
Margin  plus the Adjusted LIBOR Rate for the applicable Interest
Period selected by Borrowers in conformity with this Agreement.


Upon determining the
Adjusted LIBOR Rate for any Interest Period requested by Borrowers,
Administrative Agent shall promptly notify Borrowers thereof by telephone and,
if so requested by Borrowers, confirm the same in writing.  Such determination shall, absent manifest
error, be final, conclusive and binding on all parties and for all
purposes.  The applicable rate of
interest for all Loans (or portions thereof) bearing interest based upon the
Base Rate shall be increased or decreased, as the case may be, by an amount
equal to any increase or decrease in the Base Rate, with such adjustments
to be effective as of the opening of business on the day that any such change
in the Base Rate becomes effective. 
Interest on each Loan shall accrue from and including the date on which
such Loan is made, converted to a Loan of another Type or continued as a
LIBOR Loan to (but excluding) the date of any repayment thereof; provided,
however, that, if a Loan is repaid on the same day made, one day’s
interest shall be paid on such Loan.


3.1.2.                     Conversions and Continuations.


(i)                                     Borrowers may on any Business Day, subject to
the giving of a proper Notice of Conversion/Continuation as hereinafter
described, elect (A) to continue all or any part of a LIBOR Loan by
selecting a new Interest Period therefor, to commence on the last day of
the immediately preceding Interest Period, or (B) to convert all or
any part of a Loan of one Type into a Loan of another Type; provided, however,
during the period that any Event of Default exists, Administrative Agent may
(and shall at the direction of the Required Lenders) declare that no Loan may
be made or continued as or converted into a LIBOR Loan.  Any conversion of a LIBOR Loan into a
Base Rate Loan shall be made on the last day of the Interest Period for
such LIBOR Loan.  Any conversion or
continuation made with respect to less than the entire outstanding balance of
the Loans must be allocated among Lenders on a Pro Rata basis and the Interest
Period for Loans converted into or continued as LIBOR Loans shall be
coterminous for each Lender.


(ii)                                  Whenever Borrowers desire to convert or
continue Loans under Section 3.1.2(i),
Borrower
Agent shall give Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) substantially in the form of Exhibit C (a “Notice of Conversion/Continuation”), signed by an authorized
officer of Borrower Agent, at least 1 Business Day before the requested conversion
date, in the case of a conversion into Base Rate



 45
 









Loans, and at least 3 Business Days before the requested conversion or
continuation date,  in the case of
a conversion into or continuation of LIBOR Loans.  Promptly after receipt of a Notice of Conversion/Continuation,
Administrative Agent shall notify each Lender in writing of the proposed
conversion or continuation.  Each such
Notice of Conversion/Continuation shall be irrevocable and shall specify
the aggregate principal amount of the Loans to be converted or continued,
the date of such conversion or continuation (which shall be a Business Day) and
whether the Loans are being converted into or continued as LIBOR Loans (and, if
so, the duration of the Interest Period to be applicable thereto and, in the
absence of any specification by Borrowers of the Interest Period, an Interest
Period of one month will be deemed to be specified) or Base Rate Loans.  If, upon the expiration of any Interest
Period in respect of any LIBOR Loans, Borrowers shall have failed to
deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to
have elected to convert such LIBOR Loans to Base Rate Loans.


3.1.3.                     Interest Periods.  In
connection with the making or continuation of, or conversion into, each
Borrowing of LIBOR Loans, Borrowers shall select an interest period (each an “Interest
Period”) to be applicable to such LIBOR Loan, which interest period shall
commence on the date such LIBOR Loan is made and shall end on a numerically
corresponding day in the first, second, third or sixth month thereafter; provided, however,
that:


(i)                                     the initial Interest Period for a LIBOR Loan
shall commence on the date of such Borrowing (including the date of any
conversion from a Loan of another Type) and each Interest Period occurring
thereafter in respect of such Revolver Loan shall commence on the date on which
the next preceding Interest Period expires;


(ii)                                  if any Interest Period would otherwise expire
on a day that is not a Business Day, such Interest Period shall expire on the
next succeeding Business Day, provided that, if any Interest Period
in respect of LIBOR Loans would otherwise expire on a day that is not
a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on
the immediately preceding Business Day;


(iii)                               any Interest Period that begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period shall expire on the last Business Day of such calendar month; and


(iv)                              no Interest Period shall extend beyond the
last day of the Term.


3.1.4.                     Interest Rate Not Ascertainable.  If
Administrative Agent shall determine (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) that on any
date for determining the Adjusted LIBOR Rate for any Interest Period, by
reason of any changes arising after the date of this Agreement affecting
the London interbank market or any Lender’s position in such market, adequate
and fair means do not exist for ascertaining the applicable interest rate on
the basis provided for in the definition of Adjusted LIBOR Rate, then, and
in any such event, Administrative Agent shall forthwith give notice
(by telephone promptly confirmed in writing) to Borrowers of such
determination.  Until Administrative
Agent notifies Borrowers that the circumstances giving rise to the
suspension described herein no longer exist (which Administrative Agent agrees
to do promptly after such circumstance no longer exists, the obligation of
Lenders to make LIBOR Loans shall be suspended, and such affected Loans then
outstanding shall, at the end of the then applicable Interest Period or at
such earlier time as may be required by Applicable Law, bear the same interest
as Base Rate Loans.



 46
 









3.1.5.                     Default Rate of Interest. 
Borrowers shall pay interest at a rate per annum equal to the
Default Rate (i) with respect to any portion of the principal amount
of the Obligations (and, to the extent permitted by Applicable Law, all past
due interest) that is not paid on the due date thereof (whether due at stated
maturity, on demand, upon acceleration or otherwise) until Full Payment
thereof; (ii) with respect to the principal amount of all of the
Obligations (and, to the extent permitted by Applicable Law, all past due
interest) upon the earlier to occur of (x) Borrower Agent’s receipt of
notice from Administrative Agent of the Required Lenders’ election to charge
the Default Rate based upon the existence of any Event of Default under  Section 10.3 (which notice
Administrative Agent shall send only with the consent or at the direction of
the Required Lenders), whether or not acceleration or demand for payment of the
Obligations has been made, or (y) the commencement by or against any
Borrower of an Insolvency Proceeding whether or not under the circumstances
described in clauses (i) or (ii) hereof Lenders elect to accelerate the
maturity or demand payment of any of the Obligations; and (iii) with
respect to the principal amount of any Out-of-Formula Loans (unless
otherwise agreed in writing by the Required Lenders), whether or not demand for
payment thereof has been made by Administrative Agent.  To the fullest extent permitted by Applicable
Law, the Default Rate shall apply and accrue on any judgment entered with
respect to any of the Obligations and to the unpaid principal amount of the
Obligations during any Insolvency Proceeding of a Borrower.  Each Borrower acknowledges that the cost and
expense to Administrative Agent and each Lender attendant upon the occurrence
of an Event of Default are difficult to ascertain or estimate and that the
Default Rate is a fair and reasonable estimate to compensate Administrative
Agent and Lenders for such added cost and expense.  Interest accrued at the Default Rate shall be
due and payable on demand.


3.2.                            Fees.  In
consideration of Lenders’ establishment of the Commitments in favor of
Borrowers, and Administrative Agent’s agreement to serve as collateral and
administrative agent hereunder, Borrowers jointly and severally agree to pay
the following fees:


3.2.1.                     Closing Fee.  Borrowers shall be jointly and
severally obligated to pay to Administrative Agent, for the Pro Rata Benefit of
the Initial Lender, a closing fee in the amount set forth in the Fee Letter, which
shall be paid on the Post-Confirmation Effective Date.


3.2.2.                     Unused
Line Fee.  Borrowers shall be jointly
and severally obligated to pay to Administrative Agent, monthly in arrears on
the first day of each month (commencing September 1, 2007), for the Pro Rata
benefit of Lenders, an unused line fee (the “Unused Line Fee”) equal to the
Applicable Margin for the Unused Line Fee divided by 360 days and multiplied by
the number of days in the immediately preceding month and then multiplied by
the amount by which the Average Revolver Loan Balance for such immediately
preceding  month (or portion of such
month that the Commitments are in effect) is less than the aggregate amount of
the Revolver Commitments; but if the Commitments are terminated on a day other
than the last day of a month, then any such Unused Line Fee payable for such
month in which termination shall occur shall be paid on the effective date of
such termination.  The Unused Line Fee
shall be deemed fully earned and non-refundable when due and payable.


3.2.3.                     LC Facility Fees. 
Borrowers shall be jointly and severally obligated to pay:  (a)(i) to Administrative Agent for the Pro
Rata account of each Lender for all Letters of Credit, the Applicable Margin in
effect for Revolver Loans that are LIBOR Loans on a per annum basis based on
the average amount available to be drawn under Letters of Credit outstanding
and all Letters of Credit that are paid or expire during the period of
measurement, payable monthly, in arrears, on the first Business Day of the
following month; (ii) to Issuing Bank for its own account a Letter of Credit
fronting fee of .125% per annum based upon the face amount of each Letter of
Credit issued during the period of measurement, payable monthly, in arrears, on
the first Business Day of the following month; and (iii) to Issuing Bank
for its own account all customary charges associated with the issuance,
amending, negotiating, payment, processing and administration of all Letters of
Credit.  All Letter of Credit fees that
are expressed as a percentage shall be increased to a percentage that is 2%
greater than the percentage that would otherwise be applicable to Revolver
Loans when the Default Rate is in effect.



 47
 









3.2.4.                     Audit and Appraisal Fees and Expenses.  Borrowers shall reimburse Administrative Agent
for all reasonable out-of-pocket costs and expenses incurred by Administrative
Agent in connection with examinations and reviews of any Obligor’s books and
records up to 2 times per Loan Year unless an Event of Default exists (in
which event, there shall be no limit on the number of examinations and reviews
for which Borrowers shall be obligated to reimburse Administrative Agent) and,
in each case, shall pay to Administrative Agent the standard amount charged by
Administrative Agent per day ($850 per day as of the Post-Confirmation
Effective Date) for each day that an employee or agent of Administrative Agent
shall be engaged in an examination or review of any Obligor’s books and
records.  The foregoing shall  not be construed to limit Administrative
Agent’s right to conduct audits as provided in Section
10.1.1.


3.2.5.                     Agency Fee.  In consideration of BofA’s
service as Administrative Agent hereunder, Borrowers shall be jointly and
severally obligated to pay to Administrative Agent an administration fee in the
amount set forth in the Fee Letter, which shall be paid on the
Post-Confirmation Effective Date and thereafter on each anniversary of the
Post-Confirmation Effective Date.


3.2.6.                     General Provisions.  All
fees shall be fully earned by the identified recipient thereof pursuant to the
foregoing provisions of this Agreement on the due date thereof (and, in the
case of Letters of Credit, upon each issuance, renewal or extension of such
Letter of Credit) and, except as otherwise set forth herein or required by
Applicable Law, shall not be subject to rebate, refund or proration.  All fees provided for in Section 3.2 are and shall be deemed to
be compensation for services and are not, and shall not be deemed to be,
interest or any other charge for the use, forbearance or detention of money.


3.3.                            Computation
of Interest and Fees.  All fees
and other charges provided for in this Agreement that are calculated as a per
annum percentage of any amount and all interest shall be calculated daily and
shall be computed on the actual number of days elapsed over a year of
360 days.  For purposes of
computing interest and other charges hereunder, each Payment Item and other
form of payment received by Administrative Agent (with the date of such receipt
to be governed by Section 5.7)
shall be deemed applied by Administrative Agent and Lenders on account of
the Obligations (subject to final payment of such items) on the
Business Day on which Administrative Agent receives collected funds in the
Payment Account, and Administrative Agent shall be deemed to have received such
Payment Item on the date specified in Section 5.7.  Each determination by Administrative Agent of
interest and fees hereunder shall be presumptive evidence of the correctness of
such interest and fees.


3.4.                            Reimbursement
Obligations.


3.4.1.                     Borrowers
shall reimburse Administrative Agent and Lenders for any Extraordinary Expenses
incurred by Administrative Agent or any Lender, on the sooner to occur of
Administrative Agent’s demand therefor or Administrative Agent’s receipt of any
proceeds of Collateral in connection with any Enforcement Action (subject to
the provisions of Section 5.6
with respect to the application of any proceeds of Collateral).  Borrowers shall also reimburse Administrative
Agent for all legal, accounting, appraisal, consulting and other fees and
expenses suffered or incurred by Administrative Agent in connection with: (i)
the negotiation and preparation (and internal legal review) of any of the Loan Documents,
any amendment or modification thereto; (ii) the administration of the
Loan Documents and the transactions contemplated thereby;
(iii) action taken to perfect or maintain the perfection or priority of
any of Administrative Agent’s Liens with respect to any of the Collateral;
(iv) any inspection of or audits conducted by Administrative Agent with
respect to any Obligor’s books and records in accordance with Section 3.2.4; (v) any effort by Administrative Agent
to verify or appraise any of the Collateral; and (vi) its participation in or
monitoring of the Chapter 11 Cases.  All
amounts chargeable to or reimbursable by Borrowers under this Section 3.4 shall constitute
Obligations that are



 48
 









secured by all of the
Collateral and shall be payable on demand
to Administrative Agent.  Borrowers shall
also reimburse Administrative Agent for 
reasonable out-of-pocket expenses incurred by Administrative Agent in its
administration of any of the Collateral to the extent and in
the manner provided in Section 8
or in any of the other Loan Documents.  If, for any reason (including inaccurate
reporting on financial statements or a Compliance Certificate), it is
determined that a higher Applicable Margin should have applied to a period than
was actually applied, then the proper margin shall be applied retroactively and
Borrowers shall immediately pay to Administrative Agent, for the benefit of
itself and Lenders, an amount equal to the difference between the amount of
interest and fees that would have accrued using the proper margin and the
amount actually paid.  The foregoing
shall be in addition to, and shall not be construed to limit, any other
provision of the Loan Documents regarding the indemnification or reimbursement
by Borrowers of Claims suffered or incurred by Administrative Agent or any
Lender.  All amounts payable by Borrowers
under this Section shall constitute Obligations that are secured by all of the
Collateral and shall be due on demand to
Administrative Agent.


3.4.2.                     If at any
time Lender shall agree to indemnify any Person against losses or damages that
such Person may suffer or incur in its dealings or transactions with Borrowers,
or shall guarantee or otherwise assure payment of any liability or obligation
of Borrowers to such Person, or otherwise shall provide assurances of Borrowers’
payment or performance under any agreement with such Person, including
indemnities, guaranties or other assurances of payment or performance given by
Lender with respect to Banking Relationship Debt, then the Contingent Obligation
of Lender providing any such indemnity, guaranty or other assurance of payment
or performance, together with any payment made or liability incurred by Lender
in connection therewith, shall constitute Obligations that are secured by the
Collateral and Borrowers shall repay, on demand, any amount so paid or any
liability incurred by Lender in connection with any such indemnity, guaranty,
or assurance.  Nothing herein shall be
construed to impose upon Lender any obligation to provide any such indemnity,
guaranty or assurance.  The foregoing
agreement of Borrowers shall apply whether or not such indemnity, guaranty or
assurance is in writing or oral, provided that Administrative Agent provides
Borrower’s with notice of the existence thereof, shall survive termination of
the Commitment and Full Payment of the Obligations and any other provisions of
the Loan Documents regarding reimbursement or indemnification by Borrowers of
Claims suffered or incurred by Lender.


3.5.                            Bank Charges. 
Borrowers shall pay to Administrative Agent, on demand, any and all fees, costs or expenses which
Administrative Agent pays to a bank or other similar institution (including any
fees paid by Administrative Agent or any Lender to any Participant) arising out
of or in connection with (i) the forwarding to a Borrower or any other
Person on behalf of Borrower by Administrative Agent of proceeds of Loans made
by Lenders to a Borrower pursuant to this Agreement and (ii) the
depositing for collection by Administrative Agent of any Payment Item received
or delivered to Administrative Agent on account of the Obligations.  Each Borrower acknowledges and agrees that
Administrative Agent may charge such costs, fees and expenses to Borrowers
based upon Administrative Agent’s good faith estimate of such costs, fees and
expenses as they are incurred by Administrative Agent.


3.6.                            Illegality. 
Notwithstanding anything to the contrary contained elsewhere in this
Agreement, if (i) any change after the date hereof in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration thereof shall make it unlawful for a Lender to
make or maintain a LIBOR Loan or to give effect to its obligations as
contemplated hereby with respect to a LIBOR Loan or (ii) at any time such
Lender determines that the making or continuance of any LIBOR Loan has become
impracticable as a result of a contingency occurring after the date hereof
which adversely affects the London interbank market or the position
of such Lender in such market, then such Lender shall give after such
determination Administrative Agent and Borrowers notice thereof and may
thereafter (1) declare that LIBOR Loans will not thereafter be made by
such Lender, whereupon any request by a Borrower for a LIBOR Loan from such
Lender shall be deemed a request for a Base Rate



 49
 









Loan
unless such Lender’s declaration shall be subsequently withdrawn (which
declaration shall be withdrawn promptly after the cessation of the
circumstances described in clause (i) or (ii) above); and (2) require
that all outstanding LIBOR Loans made by such Lender be converted to Base Rate
Loans, under the circumstances of clause (i) or (ii) of this Section 3.6 insofar as such Lender
determines the continuance of LIBOR Loans to be impracticable, in which event
all such LIBOR Loans of such Lender shall be converted automatically to Base
Rate Loans as of the date of any Borrower’s receipt of the aforesaid notice
from such Lender.


3.7.                            Increased Costs.  If,
by reason of (a) the introduction after the date hereof or any change
after the date hereof (including any change by way of imposition or increase of
Statutory Reserves or other reserve requirements) in or in the interpretation
of any law or regulation, or (b) the compliance after the date hereof with
any guideline or request from any central bank or other Governmental Authority
or quasi-Governmental Authority exercising control over banks or financial
institutions generally (whether or not having the force of law):


(i)                                     any Lender shall be subject after the date
hereof to any Tax, duty or other charge with respect to any LIBOR Loan or
Letter of Credit or its obligation to make LIBOR Loans or to issue Letters of
Credit or to participate in the LC Obligations arising from the issuance of
Letters of Credit, or a change shall result in the basis of taxation of payment
to Lender of the principal of or interest on its LIBOR Loans or its
obligation to make LIBOR Loan, issue Letters of Credit or participate in the LC
Obligations arising from the issuance of Letters of Credit  (except
for Excluded Taxes); or


(ii)                                  any reserve (including any imposed by the
Board of Governors), special deposits or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender shall be
imposed or deemed applicable or any other condition affecting its LIBOR Loans
or Letters of Credit or its obligation to make LIBOR Loans or to issue Letters
of Credit  or participate in the LC
Obligations arising form the issuance of Letters of Credit shall be imposed on
such Lender or the London interbank market;


and as a result thereof there shall be any increase in the cost to such
Lender of agreeing to make or making, funding or maintaining LIBOR Loans or
issuing Letters of Credit (except to the extent already included in the
determination of the applicable Adjusted LIBOR Rate for LIBOR Loans), or there
shall be a reduction in the amount received or receivable by such Lender, then
such Lender shall, promptly after determining the existence or amount of any
such increased costs for which such Lender seeks payment hereunder, give any
Borrower notice thereof and Borrowers shall from time to time, upon written
notice from and demand by such Lender (with a copy of such notice and demand to
Administrative Agent), pay to Administrative Agent for the account of such
Lender, within 5 Business Days after the date specified in such notice and
demand, an additional amount sufficient to indemnify such Lender against such
increased costs.  A certificate as to the
amount of such increased costs (and setting forth the calculation thereof in
reasonable detail), submitted to Borrowers by such Lender, shall be final,
conclusive and binding for all purposes, absent manifest error.


If any Lender shall advise
Administrative Agent at any time that, because of the circumstances described
hereinabove in this Section 3.7 or
any other circumstances arising after the date of this Agreement affecting such
Lender or the London interbank market or such Lender’s position in such market,
the Adjusted LIBOR Rate, as determined by Administrative Agent, will not
adequately and fairly reflect the cost to such Lender of funding LIBOR Loans or
issuing Letters of Credit, then, and in any such event:



 50
 









(i)                                     Administrative Agent shall forthwith give
notice (by telephone confirmed promptly in writing) to Borrowers and Lenders of
such event;


(ii)                                  Borrowers’ right to request and such Lender’s
obligation to make LIBOR Loans or to issue Letters of Credit or participate in
the LC Obligations arising from the issuance of Letters of Credit  shall be immediately suspended and
Borrowers’ right to continue a LIBOR Loan as such beyond the then applicable
Interest Period or to request a Letter of Credit shall also be suspended, until
each condition giving rise to such suspension no longer exists; and


(iii)                               such Lender shall make a Base Rate Loan as part of the requested
Borrowing of LIBOR Loans, which Base Rate Loan shall, for all purposes, be
considered part of such Borrowing.


For purposes of this Section 3.7, all references to a
Lender shall be deemed to include any bank holding company or bank parent of
such Lender.  If any Lender provides
notice that, due to the circumstances described in this Section 3.7,
the Adjusted LIBOR Rate will not adequately and fairly reflect the cost to such
Lender of funding LIBOR Loans or participating in the LC Obligations arising
from the issuance of Letters of Credit, then such Lender may be replaced
pursuant to the provisions of Section 13.17.


3.8.                            Capital Adequacy.  If
any Lender determines that (i) the introduction after the date hereof of
any Capital Adequacy Regulation, (ii) any change after the date hereof in
any Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or (iv) compliance after the date hereof by such Lender or any
corporation or other entity controlling such Lender with any Capital Adequacy
Regulation, affects the amount of capital required or expected to be maintained
by such Lender or any Person controlling such Lender and (taking into
consideration such Lender’s or such corporation’s or other entity’s policies
with respect to capital adequacy and such Lender’s desired return on capital)
determines that the amount of such capital is increased as a consequence of its
Commitments, loans, credits or obligations under this Agreement, then:  (a) Administrative Agent shall promptly,
after its receipt of a certificate from such Lender setting forth such Lender’s
determination of such occurrence, give notice thereof to Borrowers and Lenders;
and (b) Borrowers shall pay to Administrative Agent, for the account of
such Lender, as an additional fee from time to time, on demand, such amount as such Lender certifies to be the
amount reasonably calculated to compensate such Lender for such reduction.  A certificate of such Lender claiming
entitlement to compensation as set forth above will be conclusive in the
absence of manifest error.  Such
certificate will set forth the nature of the occurrence giving rise to such
compensation, the additional amount or amounts to be paid to such Lender
(including the basis for Lender’s determination of such amount), and the method
by which such amounts were determined. 
In determining such amount, such Lender may use any reasonable averaging
and attribution method.  For purposes of
this Section 3.8 all references to
a Lender shall be deemed to include any bank holding company or bank parent of
such Lender.



 51
 









3.9.                            Mitigation.  Each
Lender agrees that, with reasonable promptness after such Lender becomes aware
that such Lender is entitled to receive payments under Sections 3.6,
3.7 or 3.8, or is or has become subject to U.S. withholding taxes
payable by any Borrower in respect of its Loans, it will, to the extent not
inconsistent with any internal policy of such Lender or any applicable legal or
regulatory restriction, (i) use all reasonable efforts to make, fund or
maintain the Commitment of such Lender or the Loans of such Lender through
another lending office of such Lender or (ii) take such other reasonable
measures, if, as a result thereof, the circumstances which would relieve
Borrowers from their obligations to pay such additional amounts (or reduce the
amount of such payments), or such withholding taxes would be reduced, and if
the making, funding or maintaining of such Commitment or Loans through such
other lending office or in accordance with such other measures, as the case may
be, would not otherwise adversely affect such Commitment or Loans or the
interests of such Lender.


3.10.                     Funding Losses.  If
for any reason (other than due to a default by Lender or as a result of a
Lender’s refusal to honor a LIBOR Loan request due to circumstances described
in this Agreement) a Borrowing of, or conversion to or continuation of, LIBOR
Loans does not occur on the date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation (whether or not withdrawn), or if
any repayment (including any conversions pursuant to Section 3.1.2) of any of its LIBOR Loans
occurs on a date that is not the last day of an Interest Period applicable
thereto, or if for any reason Borrowers default in their obligation to repay
LIBOR Loans when required by the terms of this Agreement, then Borrowers shall
be jointly and severally obligated to pay to Administrative Agent an
administrative fee of $150 and to each Lender an amount equal to all losses and
expenses (other than loss of profit) which such Lender may sustain or incur as
a consequence thereof, including any such loss or expense arising from the
liquidation or redeployment of funds obtained by it to maintain its LIBOR Loans
or from fees payable to terminate the deposits from which such funds were
obtained.  Borrowers shall pay all such
amounts due to any Lender upon presentation by such Lender of a statement
setting forth the amount and such Lender’s calculation thereof, which statement
shall be deemed true and correct absent manifest error.  For purposes of this Section 3.10, all references to a
Lender shall be deemed to include any bank holding company or bank parent of
such Lender.


3.11.                     Maximum Interest. 
Regardless of any provision contained in any of the Loan Documents,
in no contingency or event whatsoever shall the aggregate of all amounts that
are contracted for, charged or received by Administrative Agent and Lenders
pursuant to the terms of this Agreement or any of the other Loan Documents
and that are deemed interest under Applicable Law exceed the highest rate
permissible under any Applicable Law.  No
agreements, conditions, provisions or stipulations contained in this Agreement
or any of the other Loan Documents or the exercise by Administrative Agent of
the right to accelerate the payment or the maturity of all or any portion
of the Obligations, or the exercise of any option whatsoever contained in
any of the Loan Documents, or the prepayment by Borrowers of any of the
Obligations, or the occurrence of any contingency whatsoever, shall entitle
Administrative Agent or any Lender to charge or receive in any event, interest
or any charges, amounts, premiums or fees deemed interest by Applicable Law
(such interest, charges, amounts, premiums and fees referred to herein collectively
as “Interest”) in excess of the Maximum Rate, and in no event shall Borrowers
be obligated to pay Interest exceeding such Maximum Rate, and all agreements,
conditions or stipulations, if any, which may in any event or contingency
whatsoever operate to bind, obligate or compel Borrowers to pay Interest
exceeding the Maximum Rate shall be without binding force or effect, at law or
in equity, to the extent only of the excess of Interest over such Maximum
Rate.  If any Interest is charged or
received with respect to the Obligations in excess of the Maximum Rate (“Excess”),
Borrowers stipulate that any such charge or receipt shall be the result of an
accident and bona fide error, and such Excess, to the extent received, shall be
applied first to reduce the principal of such Obligations and the balance, if
any, returned to Borrowers, it being the intent of the parties hereto not
to enter into a usurious or otherwise illegal relationship.  Each Borrower recognizes that, with
fluctuations in the rates of interest set forth in Section 3.1.1, and the Maximum Rate, such an
unintentional result could



 52
 









inadvertently
occur.  All monies paid to Administrative
Agent or any Lender hereunder or under any of the other Loan Documents, whether
at maturity or by prepayment, shall be subject to any rebate of unearned
Interest as and to the extent required by Applicable Law.  By the execution of this Agreement, each
Borrower covenants that (i) the credit or return of any Excess shall
constitute the acceptance by such Borrower of such Excess, and (ii) such
Borrower shall not seek or pursue any other remedy, legal or equitable,
against Administrative Agent or any Lender, based in whole or in part upon
contracting for, charging or receiving any Interest in excess of the Maximum Rate.  For the purpose of determining whether
or not any Excess has been contracted for, charged or received by
Administrative Agent or any Lender, all Interest at any time contracted for,
charged or received from Borrowers in connection with any of the Loan Documents
shall, to the extent permitted by Applicable Law, be amortized, prorated,
allocated and spread in equal parts throughout the full term of the
Obligations.  Borrowers, Administrative
Agent and Lenders shall, to the maximum extent permitted under Applicable Law,
(i) characterize any non-principal payment as an expense, fee or premium
rather than as Interest and (ii) exclude voluntary prepayments and the
effects thereof.  The provisions of this Section 3.11 shall be deemed to be
incorporated into every Loan Document (whether or not any provision of
this Section is referred to therein). 
All such Loan Documents and communications relating to any Interest
owed by Borrowers and all figures set forth therein shall, for the sole purpose
of computing the extent of Obligations, be automatically recomputed by
Borrowers, and by any court considering the same, to give effect to
the adjustments or credits required by this Section 3.11.


SECTION
4.                       LOAN ADMINISTRATION


4.1.                            Manner of Borrowing and
Funding Revolver Loans.  Borrowings under the Commitments established
pursuant to Section 2.1 shall be
made and funded as follows:


4.1.1.                     Notice of Borrowing.


(i)                                     Whenever Borrowers desire to make a Borrowing
under Section 2.1  (other than a Borrowing resulting from a conversion
or continuation pursuant to Section 3.1.2),
Borrowers shall give Administrative Agent prior written notice (or telephonic
notice promptly confirmed in writing) of such Borrowing request (a “Notice of
Borrowing”), which shall be in the form of Exhibit D annexed hereto and signed by an authorized
officer of Borrower
Agent.  Such Notice of
Borrowing shall be given by Borrower Agent no later than 2:00 p.m. at the
office designated by Administrative Agent from time to time (a) on the Business
Day of the requested funding date of such Borrowing, in the case of Base
Rate Loans, and (b) at least 2 Business Days prior to the requested
funding date of such Borrowing, in the case of LIBOR Loans.  Notices received after 2:00 p.m. shall be
deemed received on the next Business Day. 
Any Revolver Loans made by  each Lender on the Post-Confirmation
Effective Date shall be made as Base Rate Loans and thereafter may be made or
continued as or converted into Base Rate Loans or LIBOR Loans.  Each Notice of Borrowing (or telephonic
notice thereof) shall be irrevocable and shall specify (a) the
principal amount of the Borrowing, (b) the date of Borrowing (which shall be a
Business Day), (c) whether the Borrowing is to consist of Base Rate Loans
or LIBOR Loans, (d) in the case of LIBOR Loans, the duration of the
Interest Period to be applicable thereto, and (e) the account of Borrowers
to which the proceeds of such Borrowing are to be disbursed.


(ii)                                  Unless payment is otherwise timely made by
Borrowers, the becoming due of any amount required to be paid with respect to
any of the Obligations (whether as principal, accrued interest, fees or other
charges,
including Extraordinary Expenses and LC Obligations, and any amounts
owed to BofA or any Affiliate of BofA for Banking Relationship Debt) shall be
deemed irrevocably to be a request (without any requirement for the submission
of a Notice of Borrowing) for Revolver Loans on the due date of, and in an
aggregate amount required to pay, such Obligations, and the proceeds of such Revolver
Loans may be disbursed by way of direct payment of the relevant Obligation and
shall bear interest as Base Rate Loans.



 53
 









(iii)                               If Borrowers elect to establish a Controlled Disbursement Account with
BofA or any Affiliate of BofA, then the presentation for payment by BofA of any
check or other item of payment drawn on the Controlled Disbursement Account at
a time when there are insufficient funds in such account to cover such check
shall be deemed irrevocably to be a request (without any requirement for
the submission of a Notice of Borrowing) for Revolver Loans on
the date of such presentation and in an amount equal to the aggregate
amount of the items presented for payment, and the proceeds of such Revolver
Loans may be disbursed to the Controlled Disbursement Account and shall bear
interest as Base Rate Loans.


(iv)                              Neither Administrative Agent nor any Lender shall have any obligation
to honor any deemed request for a Revolver Loan on or after the Commitment
Termination Date or when an Out-of-Formula Condition exists or would result
therefrom or when any condition precedent in Section 11
is not satisfied, but may do so in the discretion of Administrative Agent (or
at the direction of the Required Lenders) and without regard to the existence
of, and without being deemed to have waived, any Default or Event of Default
and regardless of whether such Revolver Loan is funded after
the Commitment Termination Date.


4.1.2.                     Fundings by Lenders. 
Subject to its receipt of notice from Administrative Agent of a Notice
of Borrowing as provided in Section 4.1.1(i)
(except in the case of a deemed request by Borrower Agent for a Revolver Loan
as provided in Section 4.1.1(ii) or (iii) or Section 4.1.3(ii),
in which event no Notice of Borrowing need be submitted), each Lender shall
timely honor its Revolver Commitment by funding its Pro Rata share of each
Borrowing of Revolver Loans that is properly requested and that Borrowers are
entitled to receive under the Loan Agreement. 
Administrative Agent shall endeavor to notify Lenders of each Notice of
Borrowing (or deemed request for a Borrowing pursuant to Section 4.1.1(ii)
or (iii)), by 2:00 p.m. on the proposed
funding date (in the case of Base Rate Loans) or by 2:00 p.m. at least
2 Business Days before the proposed funding date (in the case of LIBOR
Loans).  Each Lender shall deposit with
Administrative Agent an amount equal to its Pro Rata share of the Borrowing
requested or deemed requested by Borrowers at Administrative Agent’s designated
bank in immediately available funds not later than 2:00 p.m. on the date of
funding of such Borrowing, unless Administrative Agent’s notice to Lenders is
received after 2:00 p.m. on the proposed funding date of a Base Rate Loan, in
which event Lenders shall deposit with Administrative Agent their respective
Pro Rata shares of the requested Borrowing on or before 11:00 a.m. of the next
Business Day.  Subject to its receipt of
such amounts from Lenders, Administrative Agent shall make the proceeds of the
Revolver Loans received by it available to Borrowers by disbursing such
proceeds in accordance with Borrower Agent’s disbursement instructions set
forth in the applicable Notice of Borrowing. 
Neither Administrative Agent nor any Lender shall have any liability on
account of any delay by any bank or other depository institution in treating
the proceeds of any Revolver Loan as collected funds or any delay in receipt,
or any loss, of funds that constitute a Revolver Loan, the wire transfer of
which was initiated by Administrative Agent in accordance with wiring
instructions provided to Administrative Agent. 
Unless Administrative Agent shall have been notified in writing by a
Lender prior to the proposed time of funding that such Lender does not intend
to deposit with Administrative Agent an amount equal to such Lender’s Pro Rata
share of the requested Borrowing (or deemed request for a Borrowing pursuant to
clauses (ii) or (iii) of Section 4.1.1),
Administrative Agent may assume that such Lender has deposited or promptly will
deposit its share with Administrative Agent and Administrative Agent may in its
discretion disburse a corresponding amount to Borrowers on the applicable
funding date.  If a Lender’s Pro Rata
share of such Borrowing is not in fact deposited with Administrative Agent,
then, if Administrative Agent has disbursed to Borrowers an amount
corresponding to such share, then such Lender agrees to pay, and in addition
Borrowers agree to repay, to Administrative Agent forthwith on demand such
corresponding



 54
 









amount,
together with interest thereon, for each day from the date such amount is
disbursed by Administrative Agent to or for the benefit of Borrowers until the
date such amount is paid or repaid to Administrative Agent, (a) in the
case of Borrowers, at the interest rate applicable to such Borrowing and
(b) in the case of such Lender, at the Federal Funds Rate.  If such Lender repays to Administrative Agent
such corresponding amount, such amount so repaid shall constitute a Revolver
Loan, and if both such Lender and Borrowers shall have repaid such
corresponding amount, Administrative Agent shall promptly return to Borrowers
such corresponding amount in same day funds. 
A notice from Administrative Agent submitted to any Lender with respect
to amounts owing under this Section 4.1.2
shall be conclusive, absent manifest error.


4.1.3.                     Settlement and Swingline Loans.


(i)                                     In order to facilitate the administration of
the Revolver Loans under this Agreement, Lenders and Administrative Agent agree
(which agreement shall be solely between Lenders and Administrative Agent and
shall not be for the benefit of or enforceable by any Borrower) that settlement
among them with respect to the Revolver Loans may take place on a periodic
basis on dates determined from time to time by Administrative Agent (each a “Settlement
Date”), which may occur before or after the occurrence or during the
continuance of a Default or Event of Default and whether or not all of the
conditions set forth in Section 11
have been met.  On each Settlement Date,
payment shall be made by or to each Lender in the manner provided herein and in
accordance with the Settlement Report delivered by Administrative Agent to
Lenders with respect to such Settlement Date so that, as of each Settlement
Date and after giving effect to the transaction to take place on such
Settlement Date, each Lender shall hold its Pro Rata share of all Revolver
Loans and participations in LC Obligations.  Administrative Agent shall request settlement
with the Lenders on a basis not less frequently than once every 5 Business
Days.


(ii)                                  Between Settlement Dates, Administrative
Agent may request BofA to advance, and BofA may, but shall in no event be
obligated to, advance to Borrowers out of BofA’s own funds the entire principal
amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or
deemed requested pursuant to this Agreement (any such Revolver Loan funded
exclusively by BofA being referred to as a “Swingline Loan”).  Each Swingline Loan shall constitute a
Revolver Loan hereunder and shall be subject to all of the terms, conditions
and security applicable to other Revolver Loans, except that all payments
thereon shall be payable to BofA solely for its own account.  The obligation of Borrowers to repay such Swingline
Loans to BofA shall be evidenced by the records of BofA and need not be
evidenced by any promissory note.  Unless
a funding is required by all Lenders pursuant to Section 13.9.4,
Administrative Agent may but shall not be required to request BofA to make any
Swingline Loan if (A) Administrative Agent shall have received written
notice from any Lender that one or more of the applicable conditions precedent
set forth in Section 11 will not be
satisfied on the requested funding date for the applicable Borrowing and
Administrative Agent has made a determination (without any liability to any
Person) that such condition precedent will not be satisfied, (B) the
requested Borrowing would exceed the amount of Availability on the funding date
or (C) the aggregate amount of Swingline Loans outstanding exceeds (or with the
funding of the requested Swingline Loan, would exceed) $5,000,000.  BofA shall not be required to determine
whether the applicable conditions precedent set forth in Section 11
have been satisfied or the requested Borrowing would exceed the amount of
Availability on the funding date applicable thereto prior to making, in its
discretion, any Swingline Loan.  On each
Settlement Date, or, if earlier, on demand by Administrative Agent for payment
thereof, the then outstanding Swingline Loans shall be immediately due and
payable.  As provided in Section 4.1.1(ii), Borrowers shall be deemed to have
requested (without the necessity of submitting any Notice of Borrowing)



 55
 









Revolver Loans to be made on each Settlement Date in the amount of all
outstanding Swingline Loans and to have Administrative Agent cause the proceeds
of such Revolver Loans to be applied to the repayment of such Swingline Loans
and interest accrued thereon. 
Administrative Agent shall notify the Lenders of the outstanding balance
of Revolver Loans prior to 11:00 a.m. on each Settlement Date and each Lender
(other than BofA) shall deposit with Administrative Agent an amount equal to
its Pro Rata share of the amount of Revolver Loans deemed requested in
immediately available funds not later than 2:00 p.m. on such Settlement
Date.  Each Lender’s obligation to make
such deposit with Administrative Agent shall be absolute and unconditional,
without defense, offset, counterclaim or other defense, and without regard to
whether any of the conditions precedent set forth in Section 11
are satisfied, any Out-of-Formula Condition exists or the Commitment
Termination Date has occurred.  If, as
the result of the commencement by or against Borrowers of any Insolvency
Proceeding or otherwise, any Swingline Loan may not be repaid by the funding by
Lenders of Revolver Loans, then each Lender (other than BofA) shall be deemed
to have purchased a participating interest in any unpaid Swingline Loan in an
amount equal to such Lender’s Pro Rata share of such Swingline Loan and shall
transfer to BofA, in immediately available funds not later than the second
Business Day after BofA’s request therefor, the amount of such Lender’s
participation.  The proceeds of Swingline
Loans may be used solely for purposes for which Revolver Loans generally may be
used in accordance with Section 2.1.3.  If any amounts received by BofA in respect of
any Swingline Loans are later required to be returned or repaid by BofA to
Borrowers or any other Obligor or their respective representatives or
successors-in-interest, whether by court order, settlement or otherwise, the
other Lenders shall, on demand by BofA with notice to Administrative Agent, pay
to Administrative Agent for the account of BofA, an amount equal to each other Lender’s
Pro Rata share of all such amounts required to be returned or repaid.


4.1.4.                     Disbursement Authorization.  Each
Borrower hereby irrevocably authorizes Administrative Agent to disburse the
proceeds of each Revolver Loan requested by any Borrower, or deemed to be
requested pursuant to Section 4.1.1
or Section 4.1.3(ii), as follows:  (i) the proceeds of each Revolver Loan
requested under Section 4.1.1(i)
shall be disbursed by Administrative Agent in accordance with the terms of
the written disbursement letter from Borrowers in the case of the initial
Borrowing, and, in the case of each subsequent Borrowing, by transfer to
such bank account of Borrowers as may be directed by Borrowers from time
to time or elsewhere if pursuant to a written direction from any Borrower;
and (ii) the proceeds of each Revolver Loan requested under Section 4.1.1(ii) or Section 4.1.3(ii) shall be disbursed by Administrative Agent
by way of direct payment of the relevant interest or
other Obligation.  Any Loan proceeds
received by any Borrower or in payment of any of the Obligations shall be
deemed to have been received by all Borrowers.


4.1.5.                     Telephonic Notices.  Each
Borrower authorizes Administrative Agent and Lenders to extend, convert or
continue Loans, effect selections of Types of Loans and transfer funds to or on
behalf of Borrowers based on telephonic notices or instructions from any
individual whom Administrative Agent or any Lender in good faith believes to be
acting on behalf of any Borrower.  If
requested by Administrative Agent, Borrowers shall confirm each such telephonic
request for a Borrowing or conversion or continuation of Loans by prompt
delivery to Administrative Agent of the required Notice of Borrowing or Notice
of Conversion/Continuation, as applicable, duly executed by an authorized
officer of Borrower Agent.  If the
written confirmation differs in any material respect from the action taken by
Administrative Agent or Lenders, the records of Administrative Agent and Lenders
shall govern.  Neither Administrative
Agent nor any Lender shall have any liability for any loss suffered by any
Borrower as a result of Administrative Agent’s or any Lender’s acting upon its
understanding of telephonic instructions or requests from a person believed in
good faith by Administrative Agent or any Lender to be a person authorized by a
Borrower to give such instructions or to make such requests on Borrowers’
behalf.



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4.2.                            Defaulting Lender.  If
any Lender shall, at any time, fail to make any payment to Administrative Agent
or BofA that is required hereunder, Administrative Agent may, but shall not be
required to, retain payments that would otherwise be made to such defaulting
Lender hereunder and apply such payments to such defaulting Lender’s defaulted
obligations hereunder, at such time, and in such order, as Administrative Agent
may elect in its discretion.  With
respect to the payment of any funds from Administrative Agent to a Lender or
from a Lender to Administrative Agent, the party failing to make the full
payment when due pursuant to the terms hereof shall, on demand by the other
party, pay such amount together with interest on such amount at the Federal
Funds Rate.  The failure of any Lender to
fund its portion of any Loan or payment in respect of an LC Obligation shall
not relieve any other Lender of its obligation, if any, to fund its portion of
the Revolver Loan or payment in respect of an LC Obligation on the date of
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make any Loan or payment in respect of an LC Obligation.  Solely as among the Lenders and solely for
purposes of (i) voting upon or consenting to amendments, waivers, actions or
inactions under any of the Loan Documents, or with respect to the Collateral or
any Obligations, and (ii) determining a defaulting Lender’s share of payments
and proceeds of Collateral pending such defaulting Lender’s cure of its
defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender”
and such Lender’s Commitment shall be deemed to be zero (0).  The provisions of this Section 4.2 shall be
solely for the benefit of Administrative Agent and Lenders and may not be
enforced by Borrowers.


4.3.                            Special
Provisions Governing LIBOR Loans.


4.3.1.                     Number of LIBOR Loans.  In
no event may the number of LIBOR Loans outstanding at any time to any Lender
exceed 4.


4.3.2.                     Minimum Amounts.  Each
Borrowing of LIBOR Loans pursuant to Section 4.1.1(i),
and each continuation of or conversion to LIBOR Loans pursuant to Section 3.1.2, shall be in a minimum amount
of $1,000,000 and integral multiples of $50,000 in excess of that amount.


4.3.3.                     LIBOR Lending Office.  Each
Lender’s initial LIBOR Lending Office is set forth opposite its name on the
signature pages hereof.  Each Lender
shall have the right at any time and from time to time to designate a different
office of itself or of any Affiliate as such Lender’s LIBOR Lending Office, and
to transfer any outstanding LIBOR Loans to such LIBOR Lending Office.  No such designation or transfer shall result
in any liability on the part of Borrowers for increased costs or expenses
resulting solely from such designation or transfer.  Increased costs for expenses resulting from a
change in Applicable Law occurring subsequent to any such designation or
transfer shall be deemed not to result solely from such designation
or transfer.


4.3.4.                     Funding of LIBOR Loans.  Each
Lender may, if it so elects, fulfill its obligation to make, continue or
convert LIBOR Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such Lender) to
make or maintain such LIBOR Loans; provided,
however, that such LIBOR Loans shall
nonetheless be deemed to have been made and to be held by such Lender, and the
obligation of Borrowers to repay such LIBOR Loans shall nevertheless be to such
Lender for the account of such foreign branch, Affiliate or international
banking facility and provided Borrowers bear no increased costs as a result of
Lenders funding through a foreign branch or Affiliate.  The calculation of all amounts payable to
Lender under Sections 3.7 and
3.10 shall be made as if each
Lender had actually funded or committed to fund its LIBOR Loan through the
purchase of an underlying deposit in an amount equal to the amount of such
LIBOR Loan and having a maturity comparable to the relevant Interest Period for
such LIBOR Loans; provided, however, each Lender may fund its LIBOR Loans
in any manner it deems fit and the foregoing presumption shall be utilized only
for the calculation of amounts payable under Sections 3.7
and 3.10.



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4.4.                            Borrower
Agent.  Each
Borrower hereby irrevocably appoints IHC, and IHC agrees to act under this Agreement, as the agent and
representative of itself and each other Borrower for all purposes under
this Agreement (in such capacity, “Borrower Agent”), including requesting
Borrowings, selecting whether any Loan or portion thereof is to bear interest
as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other
notices and communications to Borrowers (or any of them) from Administrative
Agent.  Administrative Agent may rely,
and shall be fully protected in relying, on any Notice of Borrowing, Notice of
Conversion/Continuation, disbursement instructions, reports, information,
Borrowing Base Certificate or any other notice or communication made or given
by Borrower
Agent, whether in its own name, on behalf of any Borrower or
on behalf of “the Borrowers,” and Administrative Agent shall have no
obligation to make any inquiry or request any confirmation from or on
behalf of any other Borrower as to the binding effect on such Borrower of
any such Notice of Borrowing, Notice of Conversion Continuation,
instruction, report, information, Borrowing Base Certificate or other notice or
communication, nor shall the joint and several character of Borrowers’
liability for the Obligations be affected, provided that the provisions of this
Section 4.4 shall not be construed
so as to preclude any Borrower from directly requesting Borrowings or
taking other actions permitted to be taken by “a Borrower” hereunder.  Administrative Agent may maintain a single
Loan Account in the name of “InSight Health Corp.” hereunder, and each Borrower
expressly agrees to such arrangement and confirms that such arrangement
shall have no effect on the joint and several character of such Borrower’s
liability for the Obligations.


4.5.                            All
Loans to Constitute One Obligation.  The Loans and LC Obligations shall constitute
one general obligation of Borrowers and (unless otherwise expressly provided in
any Security Document) shall be secured by Administrative Agent’s Lien upon all
of the Collateral; provided, however, that Administrative Agent
and each Lender shall be deemed to be a creditor of each Borrower and the
holder of a separate claim against each Borrower to the extent of any
Obligations jointly and severally owed by Borrowers to Administrative
Agent or such Lender.


4.6.                            Additional Borrowers.  At
the request of IHC made to Administrative Agent, and with the written consent
of Administrative Agent in its sole and absolute discretion, a wholly-owned
domestic Subsidiary of InSight Health formed or acquired after the date hereof
may become party to this Agreement as a “Borrower,” provided that
Administrative Agent shall have
received a joinder agreement from such Subsidiary and such other instruments,
consents, reaffirmations and other documents and agreements as may be reasonably
requested by Administrative Agent to evidence the joint and several liability
of such Subsidiary and for related purposes, each in form and substance
reasonably satisfactory to Administrative Agent.


SECTION
5.                       PAYMENTS


5.1.                            General Payment Provisions.  All
payments (including all prepayments) of principal of and interest on the Loans, LC Obligations  and other Obligations that are payable to
Administrative Agent or any Lender shall be made to Administrative Agent
in Dollars without any offset or counterclaim and free and clear of
(and without deduction for) any present or future Taxes other than
Excluded Taxes, as required by Applicable Law, and, with respect to payments
made other than by application of balances in the Payment Account, in immediately
available funds not later than 2:00 p.m. on the due date (and payment
made after such time on the due date to be deemed to have been made on the next
succeeding Business Day).  Borrowers
shall, at the time Borrowers make any payment under this Agreement, specify to
Administrative Agent the Obligations to which such payment is to be applied
and, if Borrowers fail so to specify or if the application specified by
Borrowers would be inconsistent with the terms of this Agreement or if an Event
of Default exists, Administrative Agent shall distribute such payment to
Lenders for application to the Obligations in such manner as Administrative
Agent, subject to the provisions of this Agreement, may determine to be
appropriate.  All payments received by Administrative
Agent shall be subject to the rights of offset that Administrative Agent may
have as to amounts otherwise to be remitted to a particular Lender by reason of
amounts due Administrative Agent from such Lender under any of the Loan
Documents, without prejudice to the rights of Borrowers.



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5.2.                            Repayment
of Revolver Loans.


5.2.1.                     Payment of Principal.  The
outstanding principal amounts with respect to the Revolver Loans shall be
repaid as follows:


(i)                                     Any portion of the Revolver Loans consisting
of the principal amount of Base Rate Loans shall be paid by Borrowers to
Administrative Agent, for the Pro Rata benefit of Lenders (or, in the case of
Swingline Loans, for the sole benefit of BofA) unless timely converted to
a LIBOR Loan in accordance with this Agreement, (a) if a
Restrictive Trigger Event has occurred and is continuing, upon each receipt
by Administrative Agent or any Lender of any proceeds of Accounts (other
than that portion thereof payable to physicians pursuant to PSAs), or within 7
Business Days of each receipt by Borrowers of any such proceeds, in each case
to the extent of such proceeds, (b) the Commitment Termination Date,
and (c) in the case of Swingline Loans, if a Restrictive Trigger Event has
occurred and is continuing, the earlier of BofA’s demand for payment or on each
Settlement Date with respect to all Swingline Loans outstanding on such date.


(ii)                                  Any portion of the Revolver Loans consisting
of the principal amount of LIBOR Loans shall be paid by Borrowers to
Administrative Agent, for the Pro Rata benefit of Lenders, unless continued as
a LIBOR Loan in accordance with the terms of this Agreement, immediately upon
(a) the last day of the Interest Period applicable thereto and
(b) the Commitment Termination Date. 
In no event shall Borrowers be authorized to make a voluntary prepayment
with respect to any Revolver Loan outstanding as a LIBOR Loan prior to the last
day of the Interest Period applicable thereto unless (x) otherwise agreed
in writing by Administrative Agent or Borrowers are otherwise expressly
authorized or required by any other provision of this Agreement to pay any
LIBOR Loan outstanding on a date other than the last day of the Interest Period
applicable thereto, and (y) Borrowers pay to Administrative Agent, for the
Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan,
any amount due Administrative Agent and Lenders under Section 3.10 as a consequence of such
prepayment.  Notwithstanding
the foregoing provisions of this Section 5.2.1(ii),
if, on any date that Administrative Agent receives proceeds of Accounts or
other Collateral, there are no Revolver Loans outstanding as Base Rate Loans,
Administrative Agent may either hold such proceeds as cash security for the
timely payment of the Obligations or apply such proceeds to any outstanding
Revolver Loans bearing interest as LIBOR Loans as the same become due and
payable (whether at the end of the applicable Interest Periods or on the
Commitment Termination Date).


(iii)                               Notwithstanding anything to the contrary contained elsewhere in
this Agreement, if an Out-of-Formula Condition shall exist, Borrowers
shall, on the sooner to occur of 2 Business Days after Administrative Agent’s
demand or 2 Business Days after any Borrower has obtained knowledge of
such Out-of-Formula Condition, repay the outstanding Revolver
Loans that are Base Rate Loans in an amount sufficient to reduce the aggregate
unpaid principal amount of all Revolver Loans by an amount equal to such
excess; and, if such payment of Base Rate Loans is not sufficient to eliminate
the Out-of-Formula Condition, then Borrowers shall immediately deposit with
Administrative Agent, for the Pro Rata benefit of Lenders, for application to
any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become
due and payable (whether at the end of the applicable Interest Periods or on
the Commitment Termination Date) cash in an amount sufficient to eliminate such
Out-of-Formula 



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Condition, and Administrative Agent may (a) hold such deposit as
cash security pending disbursement of same for application to the Obligations,
or (b) if an Event of Default exists, immediately apply such proceeds to
the payment of the Obligations, including the Revolver Loans outstanding
as LIBOR Loans (in which event Borrowers shall also pay to Administrative Agent
for the benefit of Lenders any amounts required by Section 3.10 to be paid by reason of the prepayment of a
LIBOR Loan prior to the last day of the Interest Period applicable thereto).


5.2.2.                     Payment of Interest. 
Interest accrued on the Revolver Loans shall be due and payable on
(i) the first day of each month (for the immediately preceding month),
computed through the last day of the preceding month, with respect to any
Revolver Loan that is a Base Rate Loan and (ii) the last day of the
applicable Interest Period in the case of a LIBOR Loan.  Accrued interest shall also be paid by
Borrowers on the Commitment Termination Date. 
With respect to any Base Rate Loan converted into a LIBOR Loan
pursuant to Section 3.1.2 on
a day when interest would not otherwise have been payable with respect to such
Base Rate Loan, accrued interest to the date of such conversion on the
amount of such Base Rate Loan so converted shall be paid on
the conversion date.


5.3.                            Reserved.


5.4.                            Payment
of Other Obligations.  The balance of the Obligations requiring the
payment of money, including LC Obligations and Extraordinary Expenses incurred by
Administrative Agent or any Lender, shall be repaid by Borrowers to
Administrative Agent for allocation among Administrative Agent and Lenders as
provided in the Loan Documents, or, if no date of payment is otherwise
specified in the Loan Documents, on demand.


5.5.                            Marshaling;
Payments Set Aside.  None of Administrative Agent or Lenders shall
be under any obligation to marshal any assets in favor of Borrowers or any
other Obligor or against or in payment of any or all of
the Obligations.  To the extent that
Borrowers make a payment to Administrative Agent or Lenders or Administrative
Agent or any Lender receives payment from the proceeds of any Collateral or
exercises its right of setoff, and such payment or the proceeds of such
Collateral or setoff (or any part thereof) are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid
to a trustee, receiver or any other Person, then to the extent of any loss by
Administrative Agent or Lenders, the Obligations or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor, shall be
revived and continued in full force and effect as if such payment or proceeds
had not been made or received and any such enforcement or setoff had not
occurred.  The provisions of
the immediately preceding sentence of this Section 5.5 shall survive any termination of the
Commitments and Full Payment of the Obligations.


5.6.                            Allocation
of Payments.


5.6.1.                     Allocation.  At any time that an Event of
Default exists or Administrative Agent receives a payment or Collateral
proceeds in an amount that is insufficient to pay all amounts then due and
payable to Administrative Agent and Lenders, all monies to be applied to the
Obligations, whether such monies represent voluntary or mandatory payments or
prepayments by one or more Obligors or are received pursuant to demand for payment
or realized from any disposition of Collateral and irrespective of any
designation by Borrowers of the Obligations that are intended to be satisfied,
shall be allocated among Administrative Agent and such of the Lenders as are
entitled thereto (and, with respect to monies allocated to Lenders, on a Pro
Rata basis unless otherwise provided herein): 
(i) first, to Administrative Agent to pay the amount of Extraordinary
Expenses that have not been reimbursed to Administrative Agent by Borrowers or
Lenders, together with interest accrued thereon at the rate applicable to
Revolver Loans that are Base Rate Loans, until Full Payment of all such
Obligations; (ii) second, to Administrative Agent to pay principal and accrued
interest on any portion of the Revolver Loans which Administrative



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Agent may have advanced on behalf of any Lender and for which
Administrative Agent has not been reimbursed by such Lender or Borrowers, until
Full Payment of all such Obligations; (iii) third, to BofA to pay the principal
and accrued interest on any portion of the Swingline Loans outstanding, to be
shared with Lenders that have acquired and paid for a participating interest in
such Swingline Loans, until Full Payment of all such Obligations; (iv) fourth,
to the extent that Issuing Bank has not received from any Participating Lender
a payment as required by Section 2.3.2,
to Issuing Bank to pay all such required payments from each Participating
Lender, until Full Payment of all such Obligations; (v) fifth, to
Administrative Agent to pay any Claims that have not been paid pursuant to any
indemnity of Administrative Agent Indemnitees by any Obligor, or to pay amounts
owing by Lenders to Administrative Agent Indemnitees pursuant to Section 13.6, in each case together with interest accrued
thereon at the rate applicable to Revolver Loans that are Base Rate Loans,
until Full Payment of all such Obligations; (vi) sixth, to Administrative Agent
to pay any fees due and payable to Administrative Agent, until Full Payment of
all such Obligations; (vii) seventh, to each Lender, ratably, for any Claims
that such Lender has paid to Administrative Agent Indemnitees pursuant to its
indemnity of Administrative Agent Indemnitees and any Extraordinary Expenses
that such Lender has reimbursed to Administrative Agent or such Lender has
incurred, to the extent that such Lender has not been reimbursed by Obligors
therefor, until Full Payment of all such Obligations; (viii) eighth, to Issuing
Bank to pay principal and interest with respect to LC Obligations (or to the
extent any of the LC Obligations are contingent and an Event of Default then
exists, deposited in the Cash Collateral Account to Cash Collateralize the LC
Obligations), which payment shall be shared with the Participating Lenders in
accordance with Section 2.3.2(iii), until Full
Payment of all such Obligations; (ix) ninth, to Lenders in payment of the
unpaid principal and accrued interest in respect of the Loans and other
Obligations (excluding Banking Relationship Debt) then outstanding, in such
order of application as shall be designated by Administrative Agent (acting at
the direction or with the consent of the Required Lenders), until Full Payment
of all such Obligations; (x) tenth, to BofA or any Affiliate of BofA in payment
of any Banking Relationship Debt owed to such Person and secured by the
Collateral hereunder, until Full Payment of all such Obligations; and (xi)
eleventh, to Borrowers as provided in Section 5.7.  The allocations set forth in this Section 5.6 are solely to determine the rights and
priorities of Administrative Agent and Lenders as among themselves and may be
changed by Administrative Agent and Lenders without notice to or the consent or
approval of any Borrower or any other Person.


5.6.2.                     Erroneous Allocation. 
Administrative Agent shall not be liable for any allocation or
distribution of payments made by it in good faith and, if any such allocation
or distribution is subsequently determined to have been made in error, the sole
recourse of any Lender to which payment was due but not made shall be to
recover from the other Lenders any payment in excess of the amount to which
such other Lenders are determined to be entitled (and such other Lenders hereby
agree to return to such Lender any such erroneous payments received by them).


5.7.                            Application
of Payments and Collateral Proceeds.  All Payment Items received by Administrative
Agent by 2:00 p.m., on any Business Day shall be deemed received on that
Business Day.  All Payment Items
received by Administrative Agent after 2:00 p.m., on any Business Day
shall be deemed received on the following Business Day.  Each Borrower irrevocably waives the right to
direct the application of any and all payments and Collateral proceeds at
any time or times hereafter received by Administrative Agent or any Lender from
or on behalf of Borrowers, and each Borrower does hereby irrevocably agree that
Administrative Agent shall have the continuing exclusive right to
apply and reapply any and all such payments and Collateral proceeds
received at any time or times hereafter by Administrative Agent or
its agent against the Obligations, in such manner as Administrative Agent
may deem advisable, notwithstanding any entry by Administrative Agent upon
any of its books and records; provided, however, that any payments or proceeds
of Collateral received by Administrative Agent on any date that an Event of
Default does not exist shall be applied in accordance with any provisions
of this Agreement that govern the application of such payment or proceeds.  If, as the result of Administrative



 61
 









Agent’s
collection of proceeds of Accounts and other Collateral as authorized by Section 8.2.6  a
credit balance exists, such credit balance shall not accrue interest in favor
of Borrowers, but shall be remitted to Borrowers unless (x) there exists an
Event of Default and (y) there are LC Obligations outstanding that have not
been Cash Collateralized.  Administrative
Agent may apply such credit balance against any of the Obligations upon and
after the occurrence of an Event of Default, and to the extent so applied,
such credit balance shall be applied in the manner specified in Section 5.6.1.


5.8.                            Loan
Accounts; Account Stated.


5.8.1.                     Loan Accounts.  Each
Lender shall maintain in accordance with its usual and customary practices an
account or accounts (a “Loan Account”) evidencing the Debt of Borrowers to such
Lender resulting from each Loan owing to Lender from time to time, including
the amount of principal and interest payable to such Lender from time to time
hereunder and under each Note payable to such Lender.  Any failure of a Lender to record in the Loan
Account, or any error in doing so, shall not limit or otherwise affect the
obligation of Borrowers hereunder (or under any Note) to pay any amount owing
hereunder to such Lender.


5.8.2.                     The Register. 
Administrative Agent shall maintain a register (the “Register”), which
shall include a master account and a subsidiary account for each Lender and in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of each Loan comprising such Borrowing
and any Interest Period applicable thereto, (ii) the effective date and
amount of each Assignment and Acceptance delivered to and accepted by it and
the parties thereto, (iii) the amount of any principal or interest due and
payable or to become due and payable from Borrowers to each Lender hereunder or
under the Notes, and (iv) the amount of any sum received by Administrative
Agent from Borrowers or any other Obligor and each Lender’s Pro Rata share
thereof.  The Register shall be available
for inspection by Borrowers or any Lender at the offices of Administrative
Agent at any reasonable time and from time to time upon reasonable prior
notice.  Any failure of Administrative Agent
to record in the Register, or any error in doing so, shall not limit or
otherwise affect the obligation of Borrowers hereunder (or under any Note) to
pay any amount owing with respect to the Loans or provide the basis for any
claim against Administrative Agent.  The
Obligations and Letters of Credit are registered obligations and the right,
title and interest of any Lender and their assignees in and to such Obligations
and Letters of Credit as the case may be, shall be transferable only upon
notation of such transfer in the Register. 
Solely for purposes of this Section 5.8.2
and for tax purposes only, Administrative Agent shall be Borrowers’ agent for
purposes of maintaining the Register (but Administrative Agent shall have no
liability whatsoever to any Borrower or any other Person on account of any
inaccuracies contained in the Register). 
This Section 5.8.2 shall be construed
so that the Obligations and Letters of Credit are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Internal Revenue Code of 1986, as amended, and any related regulations (and any
other relevant or successor provisions of the Internal Revenue Code of 1986, as
amended, or such regulations).


5.8.3.                     Entries Binding.  The
entries made in the Register and each Loan Account shall constitute rebuttably
presumptive evidence of the information contained therein; provided, however, that if a
copy of information contained in the Register or any Loan Account is provided
to any Person, or any Person inspects the Register or any Loan Account, at any
time or from time to time, then the information contained in the Register or
the Loan Account, as applicable, shall be conclusive and binding on such Person
for all purposes absent manifest error, unless such Person notifies
Administrative Agent in writing within 30 days after such Person’s receipt of
such copy or such Person’s inspection of the Register or Loan Account of its
intention to dispute the information contained therein.



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5.9.                            Taxes.


5.9.1.                     Gross Up.  If Borrowers shall be required by Applicable
Law to withhold or deduct any Taxes (other than Excluded Taxes) from or in
respect of any sum payable under this Agreement or any of the other Loan
Documents, (a) the sum payable to Administrative Agent or such Lender
shall be increased as may be necessary so that, after making all required
withholding or deductions, Administrative Agent or such Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
withholding or deductions been made, (b) Borrowers shall make such
withholding or deductions, and (c) Borrowers shall pay the full amount
withheld or deducted to the relevant taxation authority or other authority in
accordance with Applicable Law.


5.9.2.                     Refund.  If Administrative Agent or any Lender
receives a refund, credit, or other reduction of taxes in respect of any Taxes
paid by Borrowers pursuant to this Section 5.9,
such Person shall, within 30 days from the date of actual receipt of such refund
or the filing of the tax return in which such credit or other reduction results
in a lower tax payment, pay over such refund or the amount of such tax
reduction to Borrowers (but only to the extent of Taxes paid by Borrowers
pursuant to this Section 5.9), net of all
out-of-pocket expenses of such Person, and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund).


5.9.3.                     Foreign Lenders.  Each Foreign Lender, on or prior to the date
of its execution and delivery of this Agreement, on or prior to the date on
which it designates a new lending office, and on or prior to the date on which
it becomes a Lender, in the case of an assignee, and from time to time
thereafter if requested in writing by Borrowers, shall provide Borrowers with
duplicate executed originals of (A) Internal Revenue Service Form W-8 BEN, or
any successor form, certifying that such Lender is entitled to benefits under
any income tax treaty to which the United States is a party which reduces to
zero the rate of withholding tax on payments of interest, or (B) Internal
Revenue Service Form W-8ECI, or any successor form, certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States; or (C) with respect to any Lender
that is not a bank and is eligible for exemption from tax under Section 881(c)  or 871(h) of the Internal Revenue Code of 1986, as amended,
Internal Revenue Service Form W-8 BEN, or any successor form, and a certificate
substantially in the form of Exhibit J hereto. 
Each Foreign Lender who does not deliver a Form W-8ECI represents that
all services performed hereunder with respect to any fees received or to be
received will have been, and will be, performed outside of the United States.


5.9.4.                     Remedy.  In the event that Borrowers are required to
pay additional amounts pursuant to Section 3.7 or Section 5.9.1 hereof, Borrowers may, upon notice to such
Lender, either prepay in whole or in part the outstanding balance on any Loan
held by such Lender or require such Lender to assign and delegate, without
recourse all of its interests, rights and obligations under this Agreement to
an assignee selected by Borrowers that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment).


5.10.                     Nature and
Extent of Each Borrower’s Liability.


5.10.1.               Joint and Several Liability.  Each
Borrower shall be liable for, on a joint and several basis, and hereby
guarantees the timely payment by all other Borrowers of, all of the Loans and
other Obligations, regardless of which Borrower actually may have received the
proceeds of any Loans or other extensions of credit hereunder or the amount of
such Loans received or the manner in which Administrative Agent or any Lender
accounts for such Loans or other extensions of credit on its books and records,
it being acknowledged and agreed that Loans to any Borrower inure to the mutual
benefit of all Borrowers and that Administrative Agent and Lenders are relying
on the joint and several liability of Borrowers in extending the Loans and
other financial accommodations hereunder. 
Each Borrower hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest owed on, any of the Loans or other
Obligations, such Borrower shall forthwith pay the same, without notice or
demand.



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5.10.2.               Unconditional Nature of Liability.  Each
Borrower’s joint and several liability hereunder with respect to, and guaranty
of,  the Loans and other Obligations
shall, to the fullest extent permitted by Applicable Law, be unconditional
irrespective of (i) the validity, enforceability, avoidance or subordination
of any of the Obligations or of any promissory note or other document
evidencing all or any part of the Obligations, (ii) the absence of any
attempt to collect any of the Obligations from any other Obligor or any
Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the waiver, consent, extension, forbearance or
granting of any indulgence by Administrative Agent or any Lender with respect
to any provision of any instrument evidencing or securing the payment of any of
the Obligations, or any other agreement now or hereafter executed by any other
Borrower and delivered to Administrative Agent or any Lender, (iv) the
failure by Administrative Agent to take any steps to perfect or maintain the
perfected status of its security interest in or Lien upon, or to preserve its
rights to, any of the Collateral or other security for the payment or
performance of any of the Obligations or Administrative Agent’s release of any
Collateral or of its Liens upon any Collateral, (v) Administrative Agent’s
or Lenders’ election, in any proceeding instituted under the Bankruptcy Code,
for the application of Section 1111(b)(2) of the Bankruptcy Code,
(vi) any borrowing or grant of a security interest by any other Borrower,
as debtor-in-possession under Section 364 of the Bankruptcy Code,
(vii) the release or compromise, in whole or in part, of the liability of
any Obligor for the payment of any of the Obligations, (viii) any
amendment or modification of any of the Loan Documents or any waiver of a
Default or Event of Default, (ix) any increase in the amount of the
Obligations beyond any limits imposed herein or in the amount of any interest,
fees or other charges payable in connection therewith, or any decrease in the
same, (x) the disallowance of all or any portion of Administrative Agent’s
or any Lender’s claims against any other Obligor for the repayment of any of
the Obligations under Section 502 of the Bankruptcy Code, or (xi) any
other circumstance that might constitute a legal or equitable discharge or
defense of any Obligor (other than prior payment).  After the occurrence and during the
continuance of any Event of Default, Administrative Agent may proceed directly
and at once, without notice to any Obligor, against any or all of Obligors to
collect and recover all or any part of the Obligations, without first
proceeding against any other Obligor or against any Collateral or other
security for the payment or performance of any of the Obligations, and each
Borrower waives any provision under Applicable Law that might otherwise require
Administrative Agent to pursue or exhaust its remedies against any Collateral
or Obligor before pursuing another Obligor.  Each Borrower consents and agrees that
Administrative Agent shall be under no obligation to marshal any assets in
favor of any Obligor or against or in payment of any or all of the Obligations.


5.10.3.               No Reduction in Liability for Obligations.  No
payment or payments made by an Obligor or received or collected by Administrative
Agent from a Borrower or any other Person by virtue of any action or proceeding
or any setoff or appropriation or application at any time or from time to time
in reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Borrower under this
Agreement, each of whom shall remain jointly and severally liable for the
payment and performance of all Loans and other Obligations until Full Payment
of the Obligations.


5.10.4.               Contribution.  Each
Borrower is unconditionally obligated to repay the Obligations as a joint and
several obligor under this Agreement. 
If, as of any date, the aggregate amount of payments made by a Borrower
on account of the Obligations and proceeds of such Borrower’s Collateral that
are applied to the Obligations exceeds the aggregate amount of Loan proceeds
actually used by such Borrower in its business (such excess amount being
referred to as an “Accommodation Payment”), then each of the other
Borrowers (each such Borrower being referred to as a “Contributing Borrower”)
shall be obligated to make contribution to such Borrower (the



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“Paying Borrower”)
in an amount equal to (A) the product derived by multiplying the sum of
each Accommodation Payment of each Borrower by the Allocable Percentage of
the Borrower from whom contribution is sought less (B) the amount, if
any, of the then outstanding Accommodation Payment of such Contributing
Borrower (such last mentioned amount which is to be subtracted from the
aforesaid product to be increased by any amounts theretofore paid by such
Contributing Borrower by way of contribution hereunder, and to be decreased by
any amounts theretofore received by such Contributing Borrower by way of
contribution hereunder); provided, however, that a Paying
Borrower’s recovery of contribution hereunder from the other Borrowers shall be
limited to that amount paid by the Paying Borrower in excess of its Allocable
Percentage of all Accommodation Payments then outstanding of all Borrowers.  As used herein, the term “Allocable
Percentage” shall mean, on any date of determination thereof, a fraction the
denominator of which shall be equal to the number of Borrowers who are parties
to this Agreement on such date and the numerator of which shall be 1; provided,
however, that such percentages shall be modified in the event that
contribution from a Borrower is not possible by reason of insolvency,
bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage
equitably and by adjusting the Allocable Percentage of the other Borrowers
proportionately so that the Allocable Percentages of all Borrowers at all times
equals 100%.


5.10.5.               Subordination.  Each
Borrower hereby subordinates any claims, including any right of payment,
subrogation, contribution and indemnity, that it may have from or against any
other Obligor, and any successor or assign of any other Obligor, including any
trustee, receiver or debtor-in-possession, howsoever arising, due
or owing or whether heretofore, now or hereafter existing, to the Full Payment
of all of the Obligations (other than contingent indemnification obligations
for which no claim has been made).


SECTION 6.                       TERM AND
TERMINATION OF COMMITMENT


6.1.                            Term
of Commitments.   Subject to each Lender’s right to
cease making Loans and other extensions of credit to Borrowers when any Default
or Event of Default exists, the Commitments shall be in effect for a period
commencing on the date hereof and continuing until the date that is the soonest
to occur of (i) June 30, 2011 or (ii) the date that the Commitments are
terminated as provided in Section 6.2 (such
period being referred to herein as the “Term”).


6.2.                            Termination.


6.2.1.                     Termination by Administrative Agent. 
Administrative Agent may (and upon the direction of the Required
Lenders, shall) terminate the Commitment  without
notice at any time that an Event of Default exists; provided, however,
that the Commitment shall automatically terminate as provided in Section 12.2.


6.2.2.                     Termination by Borrowers.  Upon
at least 30 days prior written notice to Administrative Agent, Borrowers
may, at their option, terminate the Commitments; provided, however,
no such termination by Borrowers shall be effective until Full Payment of the
Obligations (other than contingent indemnification obligations for which no
claim has been made).  Any notice of
termination given by Borrowers shall be irrevocable unless Administrative Agent
otherwise agrees in writing.  Borrowers
may elect to terminate the Commitments in their entirety only, provided that nothing
contained herein shall affect Borrowers’ right to voluntarily reduce the
Revolver Commitments as provided in Section 2.1.5.  No section of this Agreement, Type of Loan
available hereunder or Commitment may be terminated by Borrowers singly.



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6.2.3.                     Early Termination Fee.  Concurrently with any termination of the
Commitments in their entirety pursuant to Section 6.2.2
hereof, Borrowers shall pay to Administrative Agent, for the Pro Rata benefit
of Lenders, as liquidated damages for loss of the bargain (and not as a
penalty), a fee (the “Early Termination Fee”) in an amount equal to:
(i) if termination occurs on or before July 31, 2008, 0.50% of the
Commitments; (ii) if termination occurs on or after August 1, 2008, but
before August 1, 2009, 0.25% of the Commitments and (iii) if termination
occurs on or after August 1, 2009, 0.0% of the Commitments; provided that no
Early Termination Fee shall be payable if termination occurs in connection with
a refinancing or replacement of the credit facility set forth in this Agreement
provided or agented by BofA, any of its Affiliates or another department or
division of BofA.


6.2.4.                     Effect of Termination.  On
the effective date of termination of the Commitments by Administrative Agent or
by Borrowers, all of the Obligations (other than contingent indemnification
obligations for which no claim has been made) shall be immediately due and
payable; Lenders shall have no obligation to make any Loans; Issuing Bank shall
have no obligation to issue any Letters of Credit, and BofA may terminate any Bank Products
(including any services or products under Cash Management Agreements).
All undertakings, agreements, covenants, warranties and representations of
Borrowers contained in the Loan Documents shall survive any such termination,
and Administrative Agent shall retain its Liens in the Collateral and
all of its rights and remedies under the Loan Documents notwithstanding
such termination until Full Payment of the Obligations (other than contingent
indemnification obligations for which no claim has been made).  Notwithstanding the Full Payment of the
Obligations (other than contingent indemnification obligations for which no
claim has been made), Administrative Agent shall not be required to terminate
its Liens in any of the Collateral unless, with respect to any loss
or damage Administrative Agent may incur as a result of the dishonor or return
of any Payment Items applied to the Obligations, Administrative Agent shall
have received either (i) a written agreement, executed by Borrowers and
any Person deemed financially responsible by Administrative Agent whose loans
or other advances to Borrowers are used in whole or in part to satisfy the
Obligations, indemnifying Administrative Agent and Lenders from any such loss
or damage; or (ii) such monetary reserves and Liens on the Collateral for
such period of time as Administrative Agent, in its reasonable discretion, may
deem necessary to protect Administrative Agent from any such loss or damage.  The provisions of Sections 3.4, 5.5,  5.9 and
this Section 6.2.4 and all
obligations of Borrowers to indemnify Administrative Agent or any Lender
pursuant to this Agreement or any of the other Loan Documents, shall in
all events survive any termination of the Commitment and Full Payment
of the Obligations.


SECTION 7.                       COLLATERAL


7.1.                            Grant
of Security Interest.  To secure the prompt payment and performance
of all of the Obligations, each Borrower hereby grants to Administrative
Agent, for the benefit of Secured Parties, a continuing security interest in
and Lien upon all of the following Property and interests in Property of such
Borrower, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located:  (i) all
Accounts; (ii) all Instruments, Chattel Paper (including Electronic Chattel
Paper), Documents, Letter-of-Credit Rights and Supporting Obligations, in each
case to the extent arising out of, relating to, or given in exchange or
settlement for or to evidence the obligation to pay any Account; (iii) all General
Intangibles that arise out of or are related to any Account or from which any
Account arises; (iv) all of the Deposit Accounts Collateral; (v) all monies now
or at any time or times hereafter in the possession or under the control of
Administrative Agent or a bailee of Administrative Agent, including any Cash
Collateral in any Cash Collateral Account; (vi) all products and cash and
non-cash proceeds of the foregoing, including proceeds of insurance in respect
of any of the foregoing; (vii) all books and records (including customer lists,
files, correspondence, tapes, computer programs, print-outs and other computer
materials and records) of such Borrower pertaining to any of the foregoing.


7.2.                            Reserved.


7.3.                            Reserved.



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7.4.                            Certain
After-Acquired Collateral.  Borrowers
shall promptly notify Administrative Agent in writing upon any Borrower’s
obtaining any Collateral after the Post-Confirmation Effective Date consisting
of Deposit Accounts (other than Deposit Accounts into which payments with
respect to Governmental Receivables are directly deposited or transferred),
Letter-of-Credit Rights or Chattel Paper, to the extent such Deposit Accounts,
Letter-of-Credit Rights or Chattel Paper arise out of, relate to or are given
in exchange or settlement for or to evidence the obligation to pay any
Account,  and, upon Administrative Agent’s
request, shall promptly execute such documents and do such other acts or things
reasonably deemed appropriate by Administrative Agent to confer upon
Administrative Agent a duly perfected first priority Lien (subject to Permitted
Liens), upon and (to the extent applicable for the perfection of a Lien)
control with respect to such Collateral; and promptly notify Administrative
Agent in writing upon any Borrower’s obtaining any Collateral after the
Post-Confirmation Effective Date consisting of Documents or Instruments to the
extent they arise out of, relate to or are given in exchange or settlement for
or to evidence the obligation to pay any Account, and, upon Administrative
Agent’s request, shall promptly execute such documents and do such other acts
or things reasonably deemed appropriate by Administrative Agent to deliver to
it possession of such Documents as are negotiable and such Instruments, to the
extent they arise out of, relate to or are given in exchange or settlement for
or to evidence the obligation to pay any Account.


7.5.                            No
Assumption of Liability.  The security interest granted pursuant to
this Agreement is granted as security only and shall not subject Administrative
Agent or any Lender to, or in any way alter or modify, any obligation or
liability of Borrowers with respect to or arising out of the Collateral.


7.6.                            Lien
Perfection; Further Assurances.  Promptly after Administrative Agent’s request
therefor, Borrowers shall execute or cause to be executed and deliver to
Administrative Agent such instruments, assignments or other documents as are
necessary under the UCC or other Applicable Law to perfect (or continue the
perfection of) Administrative Agent’s Lien upon the Collateral and shall
take such other action as may be requested by Administrative Agent to give
effect to or carry out the intent and purposes of this Agreement.  Unless prohibited by Applicable Law, each Borrower
hereby irrevocably authorizes Administrative Agent to execute and file in any
jurisdiction any financing statement or amendment thereto on such Borrower’s
behalf, including financing statements that indicate the Collateral as set
forth in this Section 7.  Each Borrower also hereby ratifies its authorization
for Administrative Agent to have filed in any jurisdiction any like financing
statement or amendment thereto if filed prior to the date hereof.  The parties agree that a carbon, photographic
or other reproduction of this Agreement shall be sufficient as a financing
statement and may be filed in any appropriate office in lieu thereof.


SECTION 8.                       COLLATERAL
ADMINISTRATION


8.1.                            General
Provisions.


8.1.1.                     Location of Collateral. 
Collateral shall at all times be kept by Borrowers at one or more of the
business locations of Borrowers set forth in Schedule 9.1.6 hereto and shall not be moved therefrom,
without the prior written approval of Administrative Agent, except that in the
absence of an Event of Default and acceleration of the maturity of the Obligations
in consequence thereof, Borrowers may move any record relating to any
Collateral to a location in the United States other than those shown on Schedule 9.1.6 hereto so long as
Borrowers have given Administrative Agent at least 5 days prior written
notice of such new location and prior to moving to such location there have
been filed any UCC-1 financing statements or other appropriate documentation
necessary to perfect or continue perfection of Administrative Agent’s first
priority Liens subject to Permitted Liens with respect to such Collateral.



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8.1.2.                     Insurance of Collateral; Condemnation
Proceeds.  Borrowers shall, upon request by
Administrative Agent, deliver the originals or certified copies of all
insurance policies to Administrative Agent with certificates of insurance
reasonably satisfactory to Administrative Agent naming Administrative Agent as
an additional insured with respect to Borrowers’ general liability
insurance.  If any Borrower fails to
provide and pay for such insurance, Administrative Agent may, at its option,
but shall not be required to, procure the same and charge Borrowers
therefor.  Each Borrower agrees to
deliver to Administrative Agent, promptly as rendered, true copies of all reports
made in any reporting forms to insurance companies (other than reports with
respect to professional liability insurance).


8.1.3.                     Protection of Collateral.  All
expenses of protecting, storing, warehousing, insuring, handling, maintaining
and shipping any Collateral, all Taxes imposed under any Applicable Law on any
of the Collateral or in respect of the sale thereof, and all other
payments required to be made by Administrative Agent to any Person to
realize upon any Collateral shall be borne and paid by Borrowers.  Administrative Agent shall not be liable or
responsible in any way for the safekeeping of any of the Collateral or for any
loss or damage thereto (except for reasonable care in the custody thereof while
any Collateral is in Administrative Agent’s actual possession) or for any
diminution in the value thereof, or for any act or default of any warehouseman,
carrier, forwarding agency, or other Person whomsoever, but the same shall be
at Borrowers’ sole risk.


8.1.4.                     Defense of Title to Collateral.  Each
Borrower shall at all times defend such Borrower’s title to the Collateral and
Administrative Agent’s Liens therein against all Persons and all claims and
demands whatsoever other than Permitted Liens and Permitted Asset Dispositions.


8.2.                            Administration
of Accounts.


8.2.1.                     Records and Schedules of Accounts.  Each
Borrower shall keep accurate and complete records of its Accounts and all
payments and collections thereon.  Each
Borrower shall also provide to Administrative Agent on or before the 25th day of each month, a detailed aged trial balance
of all Accounts existing as of the last day of the preceding month, specifying
the names, face value, dates of invoices and due dates for each Account
Debtor obligated on an Account so listed (“Schedule of Accounts”), and, upon
Administrative Agent’s request therefor, copies of all documents, including
repayment histories and present status reports relating to the Accounts so
scheduled and such other matters and information relating to the status of
then existing Accounts as Administrative Agent shall reasonably
request.  In addition, at any time that
there are Revolver Loans outstanding or LC Obligations that have not been Cash
Collateralized exceed $2,000,000, if an Account in the face amount in
excess of $1,000,000 ceases to be an Eligible Account in whole or in part,
Borrowers shall notify Administrative Agent of such occurrence promptly (and in
any event within 7 Business Days) after any Borrower’s having obtained
knowledge of such occurrence and the Borrowing Base shall thereupon be
adjusted to reflect such occurrence. 
To the extent permitted by Applicable Law, each Borrower shall deliver
to Administrative Agent copies of invoices or invoice registers related to all
of its Accounts.


8.2.2.                     Discounts, Disputes and Returns.  At
any time that there are Revolver Loans outstanding or LC Obligations that have
not been Cash Collateralized exceed $2,000,000, if any Borrower grants any
discounts, allowances or credits on an Eligible Account in excess of 5% of the
amount of such Account that are not shown on the face of the invoice for the
Eligible Account involved, such Borrower shall report such discounts,
allowances or credits, as the case may be, to Administrative Agent as part of
the next required Schedule of Accounts. 
At any time that there are Revolver Loans outstanding or LC Obligations
that have not been Cash Collateralized exceed $2,000,000, if any amounts due
and owing in excess of $750,000 are in dispute between any Borrower and any Account
Debtor, such Borrower shall provide Administrative Agent with written notice
thereof at the time of submission of the next Schedule of Accounts.



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8.2.3.                     Taxes.  If an Account of any Borrower
includes a charge for any Taxes payable to any Governmental Authority,
Administrative Agent is authorized, in its discretion, to pay the amount
thereof to the proper taxing authority for the account of such Borrower
and to charge Borrowers therefor; provided,
however, that neither Administrative Agent
nor Lenders shall be liable for any Taxes that may be due by Borrowers.


8.2.4.                     Account Verification. 
Whether or not a Default or an Event of Default exists, Administrative
Agent shall have the right at any time, in the name of Administrative
Agent, any designee of Administrative Agent or any Borrower to verify
the validity, amount or any other matter relating to any Wholesale
Receivable of such Borrower by mail, telephone, telegraph or otherwise.  Borrowers shall cooperate fully with
Administrative Agent in an effort to facilitate and promptly conclude
any such verification process.


8.2.5.                     Maintenance of Dominion Account.


(i)                                     Borrowers shall establish and maintain a
system of cash management that is acceptable to Agent with BofA or such other
bank or banks as may be selected by Borrowers and be reasonably acceptable to
Administrative Agent.  Such system of
cash management shall include (i) a lockbox (or lockboxes), and related Deposit
Account (or Deposit Accounts), for remittance and deposit (including by way of
electronic funds transfer) of collections or payments with respect to Wholesale
Receivables (each a “Wholesale Collection Account”), (ii) a Deposit Account (or
Deposit Accounts) into which collections and payments with respect to Retail
Receivables (including Governmental Receivables) are deposited or remitted by
electronic funds transfer or otherwise (each a “Retail Collection Account”),
(iii) a Deposit Account that constitutes a “concentration account” (the “Concentration
Account”) into which collected funds from the Collection Accounts (other than
amounts payable to physicians pursuant to PSAs) shall be transferred within 7
Business Days of receipt thereof and (iv) such other Deposit Accounts and/or
lockboxes as Borrowers shall deem to be necessary or appropriate to conduct
their business operations.  Borrowers
shall have access to the funds that are deposited in the foregoing Deposit
Accounts, provided that (a) Borrowers shall not deposit proceeds of Property
constituting collateral security for the Senior Notes therein, (b) Borrowers
shall not deposit the proceeds of any Collateral into any Deposit Account
maintained for or in connection with the Senior Notes or into which the
proceeds of collateral security for the Senior Notes are, or are intended to
be, deposited, and (c) the provisions of Section 8.2.5(ii)
shall control after the occurrence of a Restrictive Trigger Event.


(ii)                                  If a Restrictive Trigger Event occurs at any
time, then all monies in the Concentration Account and in each Wholesale
Collection Account shall be deposited each day in the Payment Account and
applied to the Obligations as determined by Administrative Agent in accordance
with this Agreement.  If thereafter, a
Restrictive Trigger Event does not exist during any period of
90 consecutive days, then as soon as practicable, but in any event within
5 Business Days, Administrative Agent will permit Borrowers to access the
monies in the Concentration Account and in each Wholesale Collection Account
for use as provided in Sections 2.1.3
and 8.2.5(i) hereof.


8.2.6.                     Collection of Accounts and Proceeds of
Collateral.  To expedite collection of Accounts,
each Borrower shall endeavor in the first instance to make collection of
such Borrower’s Accounts for Administrative Agent and Lenders and, in
connection therewith, shall use commercially reasonable efforts to keep in full
force and effect any Supporting Obligation or collateral security relating to
each such Account.  All Payment Items
received by any Borrower in respect of its Accounts, together with
the proceeds of any other Collateral, shall be held by such Borrower as
trustee of an express trust for



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Administrative
Agent’s and Lenders’ benefit; Borrowers shall promptly, and in any event no
later than the seventh Business Day after the date of receipt thereof, deposit
the same in kind in the Collection Accounts; and Administrative Agent may remit
such proceeds to Lenders for application to the Obligations in the manner
authorized by this Agreement. 
Administrative Agent retains the right at all times that an Event of
Default exists to notify Account Debtors on Wholesale Receivables of any
Borrower that Wholesale Receivables have been assigned to Administrative Agent,
to collect Wholesale Receivables directly in its own name (and, in connection
therewith, and to charge to Borrowers the collection costs and expenses incurred
by Administrative Agent, including reasonable attorneys’ fees).  At any time an Event of Default exists,
Administrative Agent shall have the right to settle or adjust all disputes and
claims directly with the Account Debtor on Wholesale Receivables and to
compromise the amount or extend the time for payment of any Wholesale
Receivables upon such terms and conditions as Administrative Agent may deem
advisable, and to charge the deficiencies, costs and expenses thereof,
including attorneys’ fees, to Borrowers.


8.3.                            Administration
of Deposit Accounts.  Each
Borrower represents that, as of the Post-Confirmation Effective Date, Schedule 8.3 (as the same may be amended or
supplemented from time to time) sets forth all of the Deposit Accounts
maintained by each Borrower that arise out or relate to the Accounts, including
Deposit Accounts into which all Payment Items relating to any Collateral are
deposited; a Borrower is the sole account holder of each such Deposit Account
and is not aware of any Person (other than Administrative Agent) having either
dominion or control (within the meaning of Section 9-104 of the UCC) over any
such Deposit Account or any property deposited therein (other than any such
control that has been released or terminated on or before the Post-Confirmation
Effective Date and control arising by operation of law in favor the depository
bank in which such Deposit Account is maintained); and each Borrower has taken
all actions required to establish Administrative Agent’s “control” (within the
meaning of Section 9-104 of the UCC) over the Concentration Account, the
Investment Accounts and any other Deposit Account that relates to the Accounts
(other than any Deposit Account specially and exclusively used for payroll,
payroll taxes and other employee wage and benefit payments to or for the
benefit of such Borrower’s employees or into which payments with respect to
Governmental Receivables are directly deposited or transferred).  Each Borrower shall promptly notify
Administrative Agent of any additional Deposit Account of the type described
above in this Section 8.3 opened and any Deposit
Account of the type described above in Section 8.3
that is closed, and will amend Schedule 8.3
to reflect such addition or deletion.


8.4.                            Borrowing
Base Certificates.  Borrowers shall deliver to Administrative
Agent a Borrowing Base Certificate (and Administrative Agent shall, on request
from a Lender, promptly deliver a copy thereof to such Lender):  (a) on the Post-Confirmation Effective Date;
(b) on or before the 25th day of each calendar month, prepared as of the close
of business on the last day of the previous month; (c) if there are Revolver
Loans outstanding or the LC Obligations that have not been Cash Collateralized
exceed $2,000,000, on each Business Day on which Borrowers shall dispose of any
Eligible Accounts having a face amount in excess of $250,000 to the extent
permitted pursuant to clause (ii)(k) of the definition of Permitted Asset
Disposition; and (d) at such other times as Administrative Agent may request if
an Event of Default exists; provided that Borrowers may deliver
Borrowing Base Certificates more frequently at their option.  All calculations of Availability in
connection with any Borrowing Base Certificate shall originally be made by
Borrowers and certified by an authorized officer to Administrative Agent,
provided that Administrative Agent shall have the right to review and adjust,
in the exercise of its Credit Judgment, any such calculation to the extent that
such calculation is not in accordance with this Agreement or does not
accurately reflect the amount of the Availability Reserve.  In no event shall the Borrowing Base on any
date be deemed to exceed the amount of the Borrowing Base shown on the
Borrowing Base Certificate most recently received by Administrative Agent, as
the calculation in such Borrowing Base Certificate may be adjusted from time to
time by Administrative Agent as herein authorized.



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SECTION 9.                       REPRESENTATIONS
AND WARRANTIES


9.1.                            General
Representations and Warranties.  To induce Administrative Agent and Lenders to
enter into this Agreement and to make available the Commitments, each Borrower
warrants and represents to Administrative Agent and Lenders that:


9.1.1.                     Organization and Qualification.  Each
Borrower and each of its Subsidiaries is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization.  Each Borrower and each of
its Subsidiaries is duly qualified and is authorized to do business and is in
good standing as a foreign corporation in all states and jurisdictions in
which the failure of such Borrower or Subsidiary, as the case may be, to be so
qualified would reasonably be expected to have a Material Adverse Effect.


9.1.2.                     Power and Authority.  Each
Borrower and each Guarantor is duly authorized and empowered to enter into,
execute, deliver and perform each of the Loan Documents to which it is a
party.  The execution, delivery and
performance of this Agreement and each of the other Loan Documents have been
duly authorized by all necessary action and do not and will not
(i) require any consent or approval of any of the holders of the Equity
Interests of any Borrower or any of its Subsidiary other than those obtained on
or prior to the date hereof; (ii) contravene the Organic Documents of any
Borrower or any of its Subsidiaries; (iii) violate, or cause any Borrower
or any of its Subsidiaries to be in default under, any provision of any
Applicable Law, order, writ, judgment, injunction, decree, determination or
award in effect having applicability to any Borrower or any of its
Subsidiaries; (iv) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which any Borrower or any of its Subsidiaries is a party or by
which it or its Properties may be bound or affected; or (v) result in, or
require, the creation or imposition of any Lien (other than Permitted Liens)
upon or with respect to any of the Properties now owned or hereafter acquired
by any Borrower or any of its Subsidiaries, except in the case of clauses
(iii), (iv) or (v) of this Section 9.1.2
as would not reasonably be expected to have a Material Adverse Effect.


9.1.3.                     Legally Enforceable Agreement.  The
Loan Documents when delivered will be, legal, valid and binding obligations of
each Borrower and each of its Subsidiaries signatories thereto enforceable
against them in accordance with the respective terms of such Loan
Documents, except as the enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors’ rights.


9.1.4.                     Capital Structure.  As
of the date hereof, Schedule 9.1.4
hereto states (i) the correct name of each Borrower, its jurisdiction of
incorporation and the percentage of its Equity Interests having voting powers
owned by each Person.  Each Borrower has
good title to all of the shares it purports to own of the Equity Interests of
each of its Subsidiaries, free and clear in each case of any Lien other than
Permitted Liens.  All such Equity
Interests have been duly issued and are fully paid and non-assessable.


9.1.5.                     Corporate Names.  To
the best of its knowledge, during the 5-year period preceding the date of this
Agreement, no Borrower nor any of its Subsidiaries has been known as or used
any corporate, fictitious or trade names except those listed on Schedule 9.1.5 hereto.  To the best of its knowledge, except as set
forth on Schedule 9.1.5, no
Borrower nor any of its Subsidiaries has been the surviving corporation of
a merger or consolidation or acquired all or substantially all of the
assets of any Person.



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9.1.6.                     Business Locations; Agent for Process.  As
of the date hereof, the chief executive office and other places of business of
each Borrower and its Subsidiaries are as listed on Schedule 9.1.6 hereto.


9.1.7.                     Title to Properties; Priority of Liens.  Each
Borrower and each of its Subsidiaries has good title to all of its personal
Property, including all Property reflected in the financial statements referred
to in Section
9.1.9 or delivered pursuant to Section
10.1.3, except as could not be reasonably be expected to have a
Material Adverse Effect, in each case free and clear of all Liens except
Permitted Liens.  Each Borrower has paid
or discharged, and has caused each of its Subsidiaries to pay and discharge,
all material lawful claims which, if unpaid, might become a Lien against any
Properties of such Borrower or any such Subsidiary that is not a Permitted
Lien.  The Liens granted to
Administrative Agent pursuant to this Agreement and the other Security
Documents are duly perfected, first priority Liens, subject only to those
Permitted Liens that are expressly permitted by the terms of
this Agreement to have priority over the Liens of Administrative
Agent.


9.1.8.                     Wholesale Receivables and Retail Receivables.


(i)                                     Wholesale Receivables. 
Administrative Agent may rely, in determining which Wholesale
Receivables are Eligible Wholesale Receivables, on all statements and
representations made by Borrowers with respect to any Account.  With respect to each Eligible Wholesale
Receivable, each Borrower warrants that:


(a)                                  it is genuine and in all respects what it
purports to be, and it is not evidenced by a judgment;


(b)                                 it arises out of a completed, bona fide sale and delivery of goods or rendition
of services by a Borrower in the Ordinary Course of Business and
substantially in accordance with the terms and conditions of all purchase
orders, contracts or other documents relating thereto and forming a part of the
contract between a Borrower and the Account Debtor;


(c)                                  it is for a sum certain maturing as stated in
the duplicate invoice covering such sale or rendition of services, a copy of
which has been furnished or is available to Administrative Agent on request;


(d)                                 such Account, and Administrative Agent’s
security interest therein, is not, subject to any offset, Lien, deduction,
defense, dispute, counterclaim or any other adverse condition except for
disputes and except for offsets or deductions contemplated by the invoice
evidencing an Account or arising in the Ordinary Course of Business and
disclosed to Administrative Agent, each such Account is absolutely owing
to a Borrower and is not contingent in any respect or for any reason;


(e)                                  the contract under which such Account arose
does not condition or restrict a Borrower’s right to assign to Administrative
Agent the right to payment thereunder unless such Borrower has obtained the
Account Debtor’s consent to such collateral assignment or complied with any
conditions to such assignment (regardless of whether under the UCC or
other Applicable Law any such restrictions are ineffective to prevent the grant
of a Lien upon such Account in favor of Administrative Agent);



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(f)                                    such Borrower has not made any agreement with
any Account Debtor thereunder for any extension, compromise, settlement or
modification of any such Account or any deduction therefrom, except
discounts or allowances which are granted by a Borrower in the Ordinary Course
of Business and which are reflected in the calculation of the net amount of
each respective invoice related thereto and are reflected in the Schedules of
Accounts submitted to Administrative Agent pursuant to Section 8.2.1;


(g)                                 to the best of such Borrower’s knowledge,
there are no facts, events or occurrences which are reasonably likely to impair
the validity or enforceability of such Account or reduce the amount payable
thereunder from the face amount of the invoice and statements delivered to
Administrative Agent with respect thereto;


(h)                                 to the best of such Borrower’s knowledge, the
Account Debtor thereunder (1) had the capacity to contract at the time any
contract or other document giving rise to the Account was executed and (2) is
Solvent; and


(i)                                     to the best of such Borrower’s knowledge,
there are no proceedings or actions which are threatened or pending against any
Account Debtor thereunder and which are reasonably likely to result in any
material adverse change in such Account Debtor’s financial condition or
the collectibility of such Account.


(ii)                                  Retail Receivables. 
Administrative Agent may rely, in determining which Retail Receivables
are Eligible Retail Receivables, on all statements and representations made by
Borrowers with respect to any Retail Receivable. With respect to each Eligible
Retail Receivable, each Borrower warrants that:


(a)                                  all information relating to such Retail
Receivable that has been delivered to Administrative Agent is true and correct
in all material respects.  With respect
to each such Retail Receivable, such Retail Receivable has been billed after
the date the services or goods giving rise to such Retail Receivable were
rendered or provided, as applicable, all information set forth in the bill and
supporting claim documents is true, complete and correct in all material
respects and each bill contains an express direction requiring the Third Party
Payor to remit payments as set forth in Section 8.2.6;


(b)                                 such Retail Receivable is payable in an
amount not less than its Net Realizable Value by the Third Party Payor
identified by Borrowers as the payor thereon and is recognized as such by such
Third Party Payor.  There is no payor on
such Retail Receivable other than the Third Party Payor identified by Borrower
as the payor primarily liable on such Retail Receivable;


(c)                                  no such Retail Receivable (1) requires the
approval of any Person for the grant of a Lien in such Retail Receivable to
Administrative Agent hereunder or (2) is past the statutory limit for
collection applicable to the Third Party Payor;


(d)                                  the patient received the services
constituting the basis of such Retail Receivable in the Ordinary Course of
Business;


(e)                                  the fees and charges charged by such Borrower
for the services constituting the basis for such Account were when rendered
consistent with (1) the usual, customary and reasonable fees charged by such
Borrower or (2) negotiated fee contracts with, or imposed fee schedules from,
the applicable Third Party Payor;



 73















(f)                                    the Third Party Payor with respect to such
Retail Receivable is, to such Borrower’s actual knowledge but without inquiry,
located in the United States and is (1) a Person which in the Ordinary Course
of Business agrees to pay for healthcare services received by individuals,
including commercial insurance companies and non-profit insurance companies
issuing health or other types of insurance, employers or unions, self-insured
healthcare organizations, preferred provider organizations and health insured, prepaid
maintenance organizations, (2) a state, an agency or instrumentality of a state
or a political subdivision of a state or (3) the United States or an agency or
instrumentality of the United States;


 (g)                              if requested by Administrative Agent, a copy of each related Provider
Agreement to which a Borrower is a party has been delivered to Administrative
Agent unless any such delivery is prohibited by the terms of the Provider
Agreement or by Applicable Law; and


(h)                                 neither such Retail Receivable nor the related
Provider Agreement contravenes any material Applicable Laws applicable thereto
and no Borrower is in violation of any such Applicable Law.


9.1.9.                     Financial Statements; Fiscal Year.  The
Consolidated balance sheet of Borrowers and such other Persons described
therein as of March 31, 2007, and the related statements of income, changes in
stockholder’s equity, and changes in financial position for the periods ended
on such dates, have been prepared in accordance with GAAP, and present fairly
in all material respects the Consolidated financial positions of Borrowers and
such Persons at such dates and the results of Borrowers’ operations for such
periods.  Since March 31, 2007,
there has been no material adverse change in the Consolidated financial condition
of Borrowers and such other Persons as shown on the Consolidated balance sheet
as of such date, except (i) the commencement of the Chapter 11 Cases and (ii)
as set forth in filings made by Parent and Borrowers with the SEC that were
provided to Administrative Agent and Lenders prior to the Confirmation Date.


9.1.10.               Full Disclosure.  The
financial statements referred to in Section 9.1.9  do not contain any untrue statement of a
material fact and neither this Agreement nor any other written statement, when
taken together, contains or omits any material fact necessary to make the
statements contained herein or therein not materially misleading.  There is no fact or circumstance in existence
on the date hereof which any Borrower has failed to disclose to Administrative
Agent in writing that would reasonably be expected to have a Material Adverse
Effect.


9.1.11.               Solvent Financial Condition.  Each
Borrower and its Subsidiaries is now Solvent and, after giving effect to the
Loans to be made hereunder, the LC Obligations to be incurred in connection herewith and
the consummation of the other transactions described in the Loan Documents,
will be Solvent.


9.1.12.               Surety
Obligations.  As of the date hereof,
no Borrower nor any of its Subsidiaries is obligated as surety or indemnitor
under any surety, performance or similar bond issued to assure payment,
performance or completion of performance of any undertaking or obligation of
any Person.


9.1.13.               Taxes.  The FEIN of each of each
Borrower and each of its Subsidiaries is as shown on Schedule 9.1.13. 
Each Borrower and each of its Subsidiaries has filed all material
federal, state and local tax returns and other material reports it is required
by law to file and has paid, or made provision for the payment of, all material
Taxes upon it, its income and Properties as and when such



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Taxes
are due and payable, except to the extent being Properly Contested.  The provision for Taxes on the books of each
Borrower and each of its Subsidiaries are adequate in accordance with GAAP or
all years not closed by applicable statutes, and for its current Fiscal Year.


9.1.14.               Intellectual Property.  Each
Borrower and each of its Subsidiaries owns or has the lawful right to use
all Intellectual Property necessary for the present and planned future
conduct of its business without any conflict with the rights of
others, except in each case as could not reasonably be expected to have an
Material Adverse Effect.


9.1.15.               Governmental Approvals.  Each
Borrower and each of its Subsidiaries has, and is in good standing with respect
to, all Governmental Approvals necessary to continue to conduct its business as
heretofore or proposed to be conducted by it and to own or lease and operate
its Properties as now owned or leased by it, except in each case as could not
reasonably be expected to have a Material Adverse Effect.


9.1.16.               Compliance with Laws.  Each
Borrower and each of its Subsidiaries has duly complied with, and its
Properties, business operations and leaseholds are in compliance in all material
respects with, the provisions of all Applicable Law, including all Healthcare
Laws (except to the extent that any such noncompliance with Applicable Law
could not reasonably be expected to have a Material Adverse Effect).  Without limiting the generality of the
foregoing, except to the extent that any failure of Borrower or any of its
Subsidiaries to comply with an Applicable Law could not reasonably be expected
to have a Material Adverse Effect:


(i)                                     neither any Borrower nor any of the
Subsidiaries is engaged in or has engaged in any course of conduct that
could subject any of their respective Properties to any Lien, seizure or other
forfeiture under any criminal law, racketeer-influenced and corrupt
organizations law, civil or criminal, or other similar laws; and


(ii)                                  neither any Borrower nor any of the
Subsidiaries has engaged in any activities that are prohibited under any
Medicaid Regulations or Medicare Regulations, or any related state or
local statutes or regulations, or which are prohibited by binding rules of
professional conduct, including the following: 
(a) knowingly and willfully making or causing to be made a false
statement or representation of a material fact in any application for
any benefit or payment; (b) knowingly and willfully making or causing
to be made a false statement or representation of a material fact for use
in determining rights to any benefit or payment; (c) failing to disclose
knowledge by a claimant of the occurrence of any event affecting the
initial or continued right to any benefit or payment on
its own behalf or on behalf of another Person, with intent to secure
such benefit or payment fraudulently; (d) knowingly and willfully
soliciting or receiving any remuneration (including any kickback, bribe or
rebate), directly or indirectly, overtly or covertly, in cash or in kind, or
offering to pay such remuneration (1) in return for referring
an individual to a Person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made
in whole or in part by or pursuant to any Medicare Regulations,
any Medicaid Regulations or any other Applicable Law (including any
Anti-Kickback Statutes) relating to Third Party Payors or (2) in return for
purchasing, leasing or ordering or arranging for or recommending
the purchasing, leasing or ordering of any good, facility, service or
item for which payment may be made in whole or in part by or pursuant to any
Medicare Regulations, Medicaid Regulations or other Applicable Law
relating to Third Party Payors.



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9.1.17.               Burdensome Contracts.  No
Borrower nor any of its Subsidiaries is a party or subject to any contract,
agreement, or charter or other corporate restriction, which has or
could be reasonably expected to have a Material Adverse Effect.


9.1.18.               Litigation.  Except for the Chapter 11
Cases and as set forth on Schedule 9.1.18,
there are no actions, suits, proceedings or investigations pending or, to
the knowledge of any Borrower, threatened on the date hereof against or
affecting any Borrower or any of its Subsidiaries, or the business, operations,
Properties, prospects, profits or condition of any Borrower or any of its
Subsidiaries, (i) which relate to any of the Loan Documents or any of the
transactions contemplated thereby or (ii) which could reasonably be
expected to have a Material Adverse Effect. 
To the knowledge of each Borrower, no Borrower nor any of its
Subsidiaries is in default on the date hereof with respect to any order,
writ, injunction, judgment, decree or rule of any court, Governmental Authority
or arbitration board or tribunal that could reasonably be expected to have a
Material Adverse Effect..


9.1.19.               No Defaults.  No event has occurred and no
condition exists which would, upon or immediately after the execution and
delivery of this Agreement or any Borrower’s performance hereunder, constitute
a Default or an Event of Default.


9.1.20.               Reserved.


9.1.21.               ERISA.  Except as disclosed on Schedule 9.1.21, no Borrower nor any
of its Subsidiaries has any Plan on the date hereof.  Each Borrower and each of its Subsidiaries is
in material compliance with the requirements of ERISA and the regulations
promulgated thereunder with respect to each Plan.  No fact or situation that is reasonably
likely to result in a Material Adverse Effect exists in connection with
any Plan.  No Borrower nor any of
its Subsidiaries has any withdrawal liability in connection with a
Multiemployer Plan.


9.1.22.               Labor Relations. 
Except as described on Schedule 9.1.22,
no Borrower nor any of its Subsidiaries is on the date hereof a party to or
bound by any collective bargaining agreement. 
On the date hereof, there are no material grievances, disputes or
controversies with any union or any other organization of any Borrower’s or any
Subsidiary’s employees, or, to any Borrower’s knowledge, any threats of
strikes, work stoppages or any asserted pending demands for collective
bargaining by any union or organization.


9.1.23.               Not a Regulated Entity.  No
Obligor is (i) an “investment company” or a “person directly or
indirectly controlled by or acting on behalf of an investment company” within
the meaning of the Investment Company Act of 1940 or (ii) subject to regulation
under the Federal Power Act, the Interstate Commerce Act, any public utilities
code or any other Applicable Law regarding its authority to incur Debt.


9.1.24.               Margin Stock.  No
Borrower nor any of its Subsidiaries is engaged, principally or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.


9.1.25.               Anti-Terrorism Laws.


(i)                                     General.  No Borrower nor any of its
Affiliates is in violation of any Anti-Terrorism Law or engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth
in any Anti-Terrorism Law.



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(ii)                                  Executive Order No. 13224.


(a)                                  No Borrower nor, to the best of its
knowledge, any of its Affiliates is any of the following (each a “Blocked
Person”):  (1) a Person that is listed in
the annex to, or is otherwise subject to the provisions of, Executive Order No.
13224; (2) a Person owned or controlled by, or acting for or on behalf of, any
Person that is listed in the annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224; (3) a Person or entity with which any
bank or other financial institution is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law; (4) a Person or entity
that commits, threatens or conspires to commit or supports “terrorism” as
defined in Executive Order No. 13224; (5) a Person or entity that is named as a
“specially designated national” on the most current list published by the U.S.
Treasury Department Office of Foreign Asset Control (“OFAC”) at its official
website or any replacement website or other replacement official publication of
such list; (6) a Person or entity who is affiliated with a Person or entity
listed above; or (7) an agency of the government of, an organization directly
or indirectly controlled by, or a Person resident in, a country on any official
list maintained by OFAC.


(b)                                 No Borrower nor, to the best of its
knowledge, any of its Affiliates (1) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, (2) has any of its assets in a Blocked Person,
(3) deals in, or otherwise engages in any transaction relating to, any
Property or interests in Property blocked pursuant to Executive Order No.
13224, or (4) derives any of its operating income from investments in or
transactions with a Blocked Person.


9.1.26.               Payable Practices.  No
Borrower nor any of its Subsidiaries has made any material change in its
historical accounts payable practices from those in effect immediately prior to
the Post-Confirmation Effective Date.


9.1.27.               Not the Holder of Plan Assets.  No
Borrower is an entity deemed to hold “plan assets” within the meaning of 29
C.F.R. §2510.3-101 of an “employee benefit plan” (as defined in Section 3(3) of
ERISA) that is subject to Title I of ERISA or any “plan” (within the meaning of
Section 4975 of the Internal Revenue Code), and neither the execution of this
Agreement nor the funding of any Loans gives rise to a prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue
Code.


9.1.28.               Reimbursement from Third Party Payors.  The
Accounts, after giving effect to the Contractual Adjustment Allowance in effect
from time to time, have been and will continue to be adjusted to reflect
reimbursement policies of Third Party Payors. 
In particular, Accounts relating to such Third Party Payors do not
and will not exceed amounts any obligee is entitled to receive under any
capitation arrangement, fee schedule, discount formula, cost-based
reimbursement or other adjustment or limitation to its usual charges.


9.1.29.               Licensing, Accreditation and Other
Governmental Approvals.  Except to the extent that the failure to have
or maintain the same is not reasonably likely to have a Material Adverse
Effect, each Borrower and each of the Subsidiaries has, and is in
good standing with respect to, all Governmental Approvals necessary to
continue to conduct its business as heretofore or proposed to be conducted by
it and to own or lease and operate its Properties as now owned or leased
by it.  Except to the extent that the
same is not reasonably likely to have a Material Adverse Effect, each Borrower
and each of the Subsidiaries has, to the extent applicable:  (i) obtained (or
been duly assigned) all required



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certificates
of need or determinations of need as required by the relevant Governmental
Authority for the acquisition, construction, expansion of, investment in
or operation of its businesses as currently operated; (ii) obtained and
maintains in good standing all required licenses; (iii) to the extent
prudent and customary in the industry in which such Person is engaged, obtained
and maintains accreditation from all generally recognized accrediting
agencies; (iv) obtained and maintains Medicaid Certification and
Medicare Certification; and (v) entered into and maintains in good
standing such Person’s Medicare Provider Agreement and Medicaid
Provider Agreement.


9.2.                            Reaffirmation of
Representations and Warranties.  Each representation and warranty contained in
this Agreement and the other Loan Documents shall be deemed to be made on the
Post-Confirmation Effective Date and reaffirmed by each Borrower on each day
that Borrowers request or are deemed to have requested any Loan, Letter of
Credit or other extension of credit hereunder, except for changes in the nature
of a Borrower’s or, if applicable, any Subsidiary’s business or operations
that may occur after the date hereof in the Ordinary Course of Business so
long as Administrative Agent has consented to such changes or such changes are
not violative of any provision of this Agreement.  Notwithstanding the foregoing,
representations and warranties which by their terms are applicable only as of a
specific date shall be deemed made only at and as of such date.


9.3.                            Survival
of Representations and Warranties.  All representations and warranties of
Borrowers contained in this Agreement or any of the other Loan Documents shall
survive the execution, delivery and acceptance thereof by Administrative Agent,
Lenders and the parties thereto and the closing of the transactions described
therein or related thereto.


SECTION 10.                COVENANTS
AND CONTINUING AGREEMENTS


10.1.                     Affirmative
Covenants.  For
so long as there are any Commitments outstanding and thereafter until Full
Payment of the Obligations (other than contingent indemnification obligations
for which no claim has been made), each Borrower covenants that it shall and
shall cause each Subsidiary to:


10.1.1.               Visits and Inspections. 
Permit representatives of Administrative Agent, but only during normal
business hours and (except when an Event of Default exists) upon reasonable
prior notice to a Borrower, to visit the Properties of such Borrower and each
of its Subsidiaries to inspect, audit and make extracts from such Borrower’s
and each Subsidiary’s books and records, and discuss with its officers, its
employees and its independent accountants, such Borrower’s and each
Subsidiary’s business, financial condition, business prospects and results of
operations; provided that Borrowers shall only be required to reimburse
Administrative Agent for such audits and inspections to the extent required by Section 3.2.4. Representatives of each Lender shall be
authorized to accompany Administrative Agent on each such visit and inspection
and to participate with Administrative Agent therein, but at their own expense,
unless an Event of Default exists. 
Neither Administrative Agent nor any Lender shall have any duty to make
any such inspection and shall not incur any liability by reason
of its failure to conduct or delay in conducting any such inspection.  Administrative Agent and Lenders shall comply
with all applicable privacy laws in connection with such investigations and/or
audits.


10.1.2.               Notices.  Notify Administrative Agent
and Lenders in writing, promptly after a Borrower’s obtaining knowledge
thereof, of:  (i) of the
commencement of any litigation affecting any Obligor, whether or not the claims
asserted in such litigation are considered by Borrowers to be covered by
insurance, and of the institution of any administrative proceeding, in each
case to the extent that such litigation or proceeding could reasonably be
expected to have a Material Adverse Effect, provided that notice shall not
be required to be given to the extent prohibited by Applicable Law;
(ii) any material labor dispute to which any Obligor may become a party,
any pending or threatened strikes or walkouts relating to any of its
plants or other facilities, and the expiration of any labor contract to which
it is a party or by



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which
it is bound; (iii) any material default by any Obligor under, or
termination of, any note, indenture, loan agreement, mortgage, lease,
deed, guaranty or other similar agreement relating to any Debt of such
Obligor exceeding $1,000,000; (iv) the existence of any Default or Event of
Default; (v) any judgment against any Obligor in an amount exceeding
$1,000,000; (vi)  any violation or asserted violation by any Borrower of
any Applicable Law (including Healthcare Laws, ERISA, OSHA, FLSA, or any
Environmental Laws) which could reasonably be expected to have a Material
Adverse Effect; (vii) any Environmental Release by an Obligor or on
any Property owned or occupied by an Obligor; (viii) the discharge of
Borrowers’ independent accountants or any withdrawal of resignation by
such independent accountants from their acting in such capacity; (ix) any
investigation of any Obligor by any Governmental Authority (including the SEC
or the U.S. Department of Justice); (x) any notice received by an Obligor from
HHS, CMS or any other federal or state agency relating to the suspension or
termination of an Obligor’s participation in the Medicare or Medicaid program
or of payments to such Obligor thereunder; and (xi) the incurrence of Debt of
the type permitted pursuant to Section 10.2.3(x).


10.1.3.               Financial and Other Information.  Keep
adequate records and books of account with respect to its business activities
in which proper entries are made reflecting all material financial transactions
that are necessary to permit preparation of financial statements in accordance
with GAAP; and cause to be prepared and furnished to Administrative Agent and
Lenders the following (all to be prepared in accordance with GAAP applied on a consistent
basis, unless Borrowers’ certified public accountants concur in any change
therein, such change is disclosed to Administrative Agent and is consistent
with GAAP (provided, that for purposes of determining compliance with the
covenant contained in Section 10.3,
all accounting terms employed herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP as in effect on
the Post-Confirmation Effective Date and applied on a basis consistent with the
application used in the financial statements referred to in Section 9.1.9)):


(i)                                     as soon as available, and in any event within
120
days after the close of each Fiscal Year audited balance sheets of Parent,
InSight Health, Borrowers and their respective Subsidiaries as of the end of
such Fiscal Year and the related statements of income, shareholders’ equity and
cash flow, on a Consolidated basis, certified without an Impermissible
Qualification (except for a going concern qualification with respect to
Borrowers’ 2007 Fiscal Year arising solely because of the Chapter 11 Cases) by
a firm of independent certified public accountants of recognized national
standing selected by Borrowers but reasonably acceptable to Administrative
Agent and setting forth in each case in comparative form the corresponding
Consolidated figures for the preceding Fiscal Year;


(ii)                                  as soon as available, and in any event within
30 days after the end of each month hereafter (but within 60 days after the
last month in a Fiscal Year), unaudited balance sheets of Parent, InSight
Health, Borrowers and their respective Subsidiaries as of the end of such month
and the related unaudited statements of income and cash flow for such month and
for the portion of Borrowers’ Fiscal Year then elapsed, on a Consolidated
basis, setting forth in each case in comparative form the corresponding
figures for the preceding Fiscal Year and certified by the principal financial
officer of Borrowers as prepared in accordance with GAAP and fairly presenting
in all material respects the Consolidated financial position and results of
operations of Parent, InSight Health, Borrowers and their respective
Subsidiaries for such month and year-to-date period subject only to changes
from audit and year-end adjustments and except that such statements need
not contain notes;



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(iii)                               promptly after the sending or filing thereof, as the case may be,
copies of any proxy statements, financial statements or reports which Parent,
InSight Health or any Borrower has made generally available to its
shareholders; copies of any regular, periodic and special reports or
registration statements or prospectuses which Parent, InSight Health or any
Borrower files with the SEC or any Governmental Authority which may be
substituted therefor, or any national securities exchange; and copies of any
press releases or other statements made available by Parent, InSight Health or
a Borrower to the public concerning material changes to or developments in the
business of Parent, InSight Health or such Borrower;


(iv)                              promptly after the sending or filing thereof, copies of any annual
report to be filed in accordance with ERISA in connection with each Plan; and


(v)                                 such other data and information (financial or
otherwise) as Administrative Agent, from time to time, may reasonably request,
bearing upon or related to the Collateral or the financial condition or results
of operations of Parent, InSight Health, Borrowers and their respective
Subsidiaries.


The timely delivery by
Borrowers to Administrative Agent of the annual report on form 10-K for Parent
and its Consolidated Subsidiaries shall satisfy Borrowers’ obligations under Section 10.1.3(i) above, provided that such form 10-K
satisfies all of the requirements of Section 10.1.3(i).  Concurrently with the delivery of the financial
statements described in clause (i) of this Section 10.1.3, Borrowers shall deliver to Administrative
Agent a copy of the accountants’ letter to Borrowers’ management that is
prepared in connection with such financial statements.  Concurrently with the delivery of the
financial statements described in clauses (i) and (ii) of this Section 10.1.3, Borrowers shall cause to be prepared and furnished to
Administrative Agent a Compliance Certificate executed by the chief financial
officer of Borrowers.


10.1.4.               Off-Site Data Storage. 
Store duplicate or back-up copies of Borrowers’ billing records, updated
daily, at an off-site facility.


10.1.5.               Projections.  No later than 60 days after
the end of each Fiscal Year of Borrowers, deliver to Administrative Agent the
Projections of Borrowers for the forthcoming Fiscal Year, prepared on a month
by month basis.


10.1.6.               Taxes.  Pay and discharge all material
Taxes prior to the date on which such Taxes become delinquent or penalties
attach thereto, except and to the extent only that such Taxes are being
Properly Contested.


10.1.7.               Compliance with Laws. 
Comply with all Applicable Law, including ERISA, all Healthcare Laws,
all Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws and all laws,
statutes, regulations and ordinances regarding the collection, payment and
deposit of Taxes, and obtain and keep in force any and all Governmental
Approvals necessary to the ownership of its Properties or to the conduct
of its business, in each case to the extent that any such failure to comply,
obtain or keep in force could be reasonably expected to have a Material Adverse
Effect.  Without limiting the generality
of the foregoing, if any Environmental Release shall occur at or on any of the owned
real Property of any Borrower or any of its Subsidiaries, Borrowers shall, or
shall cause the applicable Subsidiary to, act promptly and diligently to
investigate the extent of, and to make appropriate remedial action to
eliminate, such Environmental Release, whether or not ordered or otherwise
directed to do so by any Governmental Authority.


10.1.8.               Insurance.  Maintain with its current
insurers or with other financially sound and reputable insurers having a rating
of at least A or better by Best’s Ratings,
a publication of A.M. Best Company, (i) insurance with respect to its
Properties and business against such casualties and contingencies of such
type (including product liability, workers’ compensation, larceny,
embezzlement, or other criminal misappropriation insurance) and in
such amounts and with such coverages, limits and deductibles as is
customary in the business of such Borrower or such Subsidiary and
(ii) business interruption insurance in an amount not less than
$25,000,000.



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10.2.                     Negative
Covenants.  For
so long as there are any Commitments outstanding and thereafter until Full
Payment of the Obligations (other than contingent indemnification obligations
for which no claim has been made), each Borrower covenants that it shall not
and shall not permit any of its Subsidiaries to:


10.2.1.               Fundamental Changes.  (a)
Merge, reorganize, consolidate or amalgamate with any Person, or
liquidate, wind up its affairs or dissolve itself, in each case whether in a
single transaction or in a series of related transactions, except that (i) a Borrower may be merged or consolidated
with or into any of its Subsidiaries provided that such Borrower shall
be the continuing or surviving Person, (ii) any Obligor other than the
Parent may be merged or consolidated with or into any other Obligor other than the
Parent, (iii) any Subsidiary of an Obligor which is not an Obligor may be
merged or consolidated with or into any Obligor provided that such
Obligor shall be the continuing or surviving corporation, (iv) any
Subsidiary which is not an Obligor may be merged or consolidated with or into
any other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary
thereof may be merged or consolidated with or into any Person in connection
with a Permitted Asset Disposition, (vi) any Obligor or Subsidiary thereof
may be merged or consolidated with or into any Person in connection with a
Permitted Acquisition, provided that, if such transaction involves a
Borrower, such Borrower shall be the continuing or surviving Person and
(vii) any Subsidiary that is not an Obligor may dissolve, liquidate or
wind up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material
Adverse Effect; or (b) without providing 10 days prior written notice to
Lender, (i) change a Borrower’s name or conduct business under any
new fictitious name or (ii) change a Borrower’s FEIN, organizational
identification number or state of organization.


10.2.2.               Reserved.


10.2.3.               Permitted Debt. 
Create, incur, assume, guarantee or suffer to exist any Debt, except:


(i)                                     the Obligations;


(ii)                                  Debt existing on the Post-Confirmation
Effective Date;


(iii)                               Permitted Purchase Money Debt;


(iv)                              Permitted Contingent Obligations;


(v)                                 Debt of any Person that is in existence at the time that it becomes or
is consolidated into or merged with a Subsidiary of such Borrower or that is
secured by any asset acquired by any Borrower or any Subsidiary at the time of
any such acquisition, provided that such Debt is not incurred in contemplation
of such Person becoming a Subsidiary or such acquisition of such asset by any
Borrower or any of its Subsidiaries, as the case may be;


(vi)                              Debt of an Obligor to any other Obligor or a Subsidiary that is not an
Obligor;


(vii)                           Debt of a Subsidiary that is not an Obligor to another Subsidiary that
is not an Obligor;



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(viii)                        Debt arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
Ordinary Course of Business, provided that such Debt is extinguished
within 5 Business Days of its incurrence;


(ix)                                Hedging Agreements entered into in the Ordinary Course of Business and
not for speculative purposes;


(x)                                   Debt of a Borrower and its Subsidiaries in respect of performance
bonds, bid bonds, appeal bonds, surety bonds, bankers’ acceptances and similar
obligations and trade-related letters of credit, in each case provided that
such Debt is incurred in the Ordinary Course of Business and not in connection
with Debt for Money Borrowed, including those incurred to secure health, safety
and environmental obligations in the Ordinary Course of Business;


(xi)                                Debt arising from agreements of a Borrower or any Subsidiary of a
Borrower providing for indemnification, adjustment of purchase price, earn-outs  or similar
obligations, in each case, incurred or assumed in connection with the
acquisition of any business, assets or a Subsidiary of a Borrower, other than
guarantees of Debt incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary of a Borrower for the purpose of financing
such acquisition;


(xii)                             Debt incurred by a Subsidiary that is not an Obligor which is
non-recourse to the Obligors;


(xiii)                          Debt incurred by a Borrower or any Subsidiary thereof to finance the
payment of insurance premiums;


(xiv)                         Debt of InSight Health under the Senior Notes
up to an aggregate principal amount of $315,000,000;


(xv)                            Debt that is not included in any of the preceding paragraphs of this Section 10.2.3, is not secured by a Lien and does not exceed at any time, in
the aggregate, the sum of $30,000,000 as to all Borrowers and all of their
Subsidiaries; and


(xvi)                         Refinancing Debt so long as each of the Refinancing Conditions is met
with respect thereto.


None of the provisions of this Section 10.2.3
that authorize any Obligor to incur any Debt shall be deemed to override,
modify or waive any of the provisions of Section 10.3,
which shall constitute an independent and separate covenant and obligation
of each Borrower.


10.2.4.               Affiliate Transactions. 
Enter into, or be a party to any transaction with any Affiliate,
except:  (i) the transactions
contemplated by the Loan Documents; (ii) payment of reasonable compensation
to officers and employees for services actually rendered to Parent, InSight
Health, Borrowers or their respective Subsidiaries; (iii) payment of
customary directors’ fees and indemnities and reimbursements paid to directors
of Parent and its Subsidiaries; (iv) the
issuance or sale of Equity Interests of Parent (and the exercise of any
warrants, options or other rights to acquire Equity Interests of Parent), to
the extent not prohibited in this Agreement, (v) transactions between Borrowers,
between or among any Borrower and any Guarantor (other than Parent) or between
and among Obligors (other than Parent), (vi) transactions existing prior to the
date hereof (and renewals or replacements thereof on terms, in each case taken
as a whole, not more disadvantageous to the applicable Obligor or Subsidiary);
(vii) transactions expressly permitted under this Agreement; and (viii)
transactions with Affiliates in the



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Ordinary
Course of Business and pursuant to the reasonable requirements of such Borrower’s
or such Subsidiary’s business and upon fair and reasonable terms that are fully
disclosed to Administrative Agent and are no less favorable to such Borrower or
such Subsidiary than such Borrower or such Subsidiary would obtain in a
comparable arm’s length transaction with a Person not an Affiliate or
stockholder of such Borrower or such Subsidiary.


10.2.5.               Limitation on Liens. 
Create or suffer to exist any Lien upon any of its Property, income or
profits, whether now owned or hereafter acquired, except the following
(collectively, “Permitted Liens”):


(i)                                     Liens at any time granted to secure the
Obligations;


(ii)                                  Liens for Taxes (excluding any Lien imposed
pursuant to any of the provisions of ERISA) not yet due or delinquent or
being Properly Contested;


(iii)                               statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by Applicable Law (excluding any Lien for
Taxes but including any Lien imposed pursuant to any of the provisions of
ERISA) arising in the Ordinary Course of Business of a Borrower or a
Subsidiary, but only if and for so long as (x) payment in respect of any such
Lien is not overdue for a period of more than 30 days or the obligations
secured by any such Liens are being Properly Contested and (y) such Liens
do not materially detract from the value of the Property of such Borrower or
such Subsidiary, taken as a whole, and do not materially impair the use thereof
in the operation of Borrowers’ and their Subsidiaries’ business, taken as a
whole;


(iv)                              Purchase Money Liens securing Permitted Purchase Money Debt;


(v)                                 Liens securing Debt of a Subsidiary of a
Borrower to another Borrower or to another such Subsidiary;


(vi)                              Liens arising by virtue of the rendition, entry or issuance against
such Borrower or any of its Subsidiaries, or any Property of such Borrower or
any of its Subsidiaries, of any judgment, writ, order, or decree for an amount
that exceeds, individually or in the aggregate, $25,000 for so long as each
Lien (a) is in existence for less than 30 consecutive days after it first
arises or is being Properly Contested and (b) is at all times junior in
priority to any Liens in favor of Lender;


(vii)                           Liens incurred or deposits made in the Ordinary Course of Business to
secure the performance of tenders, bids, leases, contracts (other than for the
repayment of Money Borrowed), statutory obligations, performance and return of
money bonds and other similar obligations or arising as a result of progress
payments under government contracts, provided that, to the extent any such
Liens attach to any of the Collateral, such Liens are at all times
subordinate and junior to the Liens upon the Collateral in favor of
Administrative Agent;


(viii)                        easements, rights-of-way, restrictions, covenants or other agreements
of record and other similar charges or encumbrances on real Property of such
Borrower or a any of its Subsidiaries that do not secure any monetary
obligation and do not interfere with the ordinary conduct of the business of
the Borrowers and their Subsidiaries, taken as a whole;



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(ix)                                normal and customary rights of setoff upon deposits of cash in favor of
banks and other depository institutions and Liens of a collecting bank arising
under the UCC on checks and other items of payment in the course of collection;


(x)                                   Liens to secure the Senior Notes on Property
of Borrowers other than the Collateral;


(xi)                                such other Liens as appear on Schedule 10.2.5,
to the extent provided therein (and
renewals, replacements, refinancings and extensions thereof to the extent not
prohibited under this Agreement), provided that no such Lien shall at
any time be extended to or cover any Property other than the Property subject
thereto on the Post-Confirmation Effective Date;


(xii)                             pledges or deposits in the Ordinary Course of
Business in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;


(xiii)                          Liens on
Property of a Person existing  at
the time such Person is acquired or merged with or into or consolidated with an
Obligor or Subsidiary thereof to the extent permitted hereunder (and not
created in anticipation or contemplation thereof), provided that such
Liens do not extend to Property not subject to such Liens at the time of
acquisition (other than improvements thereon) and are no more favorable to the
lienholders than such existing Lien;


(xiv)                         any interest or
title of a lessor under any lease entered into by a Borrower or any Subsidiary
thereof in the Ordinary Course of Business;


(xv)                            Liens solely on
any cash earnest money deposits made by a Borrower or any Subsidiary thereof in
connection with any letter of intent or purchase agreement permitted hereunder;


(xvi)                         Liens in favor
of customs and revenue authorities arising as a matter of Applicable Law to
secure payment of customs duties in connection with the importation of Goods;


(xvii)                      Liens of
sellers of Goods to a Borrower and any of its Subsidiaries arising under
Article 2 of the Uniform Commercial Code or
similar provisions of Applicable Law in the Ordinary Course of Business,
covering only the Goods sold and securing only the unpaid purchase price for
such Goods and related expenses;


(xviii)                   Liens
deemed to exist in connection with Investments in repurchase agreements
permitted under Section 10.2.13;


(xix)                           to the
extent constituting a Lien, Retained Rights;


(xx)                              Liens on
insurance policies and the proceeds thereof securing the financing of the premiums
with respect thereto to the extent permitted hereunder; and


(xxi)                           Liens on Property other than the Collateral not otherwise permitted by this
Section so long as the aggregate outstanding principal amount of Debt secured
thereby does not exceed $3,000,000 at any time.



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The foregoing negative pledge shall not apply to any
Margin Stock to the extent that the application of such negative pledge to such
Margin Stock would require filings or other actions by any Lender under
Regulation U or other regulations of the Board of Governors, or otherwise
result in a violation of any such regulations.


10.2.6.               Restrictions on Payment of Certain Debt.  Make
any payments with respect to any Subordinated Debt other than payment of
regularly scheduled installments of principal and interest and fees and other
charges when required to be paid by any instrument or agreement evidencing such
Subordinated Debt, but in each case only to the extent that payment thereof is
not violative of any subordination agreement relating to such Subordinated
Debt.


10.2.7.               Distributions. 
Declare or make any Distributions, except for Upstream Payments.


10.2.8.                
Disposition of Assets.  Make any Asset Disposition other than a
Permitted Asset Disposition.


10.2.9.                
Restricted Investments.  Make or have any Restricted Investment.


10.2.10.         Tax Consolidation.  File or consent to the filing of any
consolidated income tax return with any Person other than Parent, InSight
Health or any of their respective Subsidiaries.


10.2.11.           Accounting Changes. 
Establish a fiscal year different from the Fiscal Year.


10.2.12.           Organic Documents. 
Amend, modify or otherwise change any of the terms or provisions in any
of its Organic Documents as in effect on the date hereof, except for changes
that do not affect in any way (i) such Borrower’s or any of its Subsidiaries’
right and authority to enter into and perform the Loan Documents to which
it is a party, (ii) the perfection of Administrative Agent’s Liens in any
Collateral, or (iii) the authority or obligation of an Obligor to pay or
perform any of the Obligations.


10.2.13.           Restrictive Agreements. 
Enter into or become a party to any Restrictive Agreement, other than a
Permitted Restrictive Agreement.


10.2.14.           Hedging Agreements. 
Enter into any Hedging Agreement, other than Hedging Agreements entered
into in the Ordinary Course of Business to hedge or mitigate risks to which any
Borrower or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities and not for any speculative purpose.


10.2.15.           Anti-Terrorism Laws. 
Conduct any business or engage in any transaction or dealing with any
Blocked Person (as defined in Section 9.1.27(ii)),
including making or receiving any contribution of funds, goods or services to
or for the benefit of any Blocked Person; deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant
to Executive Order No. 13224; or engage in on conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in Executive Order
No. 13224 or the USA Patriot Act. 
Borrowers shall deliver to Administrative Agent and Lenders any
certification or other evidence requested from time to time by Administrative
Agent or any Lender, in its discretion, confirming each Borrower’s compliance
with this Section 10.2.21.


10.2.16.           Conduct of Business. 
Engage in any business other than the business engaged in by it on the
Post-Confirmation Effective Date and any business or activities which are
substantially similar, related or incidental thereto and reasonable extensions
thereof.



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10.2.17.           Multiemployer Plans. 
Become, or permit any Subsidiary to become a party to a Multiemployer
Plan.


10.2.18.         Amendments to Senior
Note Indenture.  Amend, modify or
supplement, or permit any Subsidiary to amend, modify or supplement (or consent
to any amendment, modification or supplement of) any of the Senior Note
Documents if such amendment, modification or supplement provides for any of the
following or has any of the following effects:


(i)                                     increases
the overall principal amount of any Debt evidenced by any of the Senior Notes
or increases the amount of any single scheduled installment of principal or
interest in excess of amounts otherwise permitted under this Agreement;


(ii)                                  shortens
or accelerates the date upon which any installment of principal or interest becomes
due under the Senior Notes or adds any additional redemption or pre-payment
provisions;


(iii)                               shortens the final
maturity date of such Debt or otherwise accelerates the amortization schedule
with respect to such Debt;


(iv)                              increases
the rate of interest accruing in respect of the principal amount of such Debt;


(v)                                 provides
for the payment of additional fees or increases the amount of existing fees
with respect to such Debt;


(vi)                              amends
or modifies any financial or negative covenant (or a covenant that prohibits or
restricts a Borrower or any of its Subsidiaries from taking certain actions) in
a manner which is more onerous or more restrictive in any material respect to
such Borrower or such Subsidiary or that is otherwise materially adverse to
such Borrower, or its Subsidiaries and/or Lenders, or, in the case of adding
covenants, that places material additional restriction on such Borrower or such
Subsidiary or that requires such Borrower or such Subsidiary to comply with
more restrictive financial ratios or requires such Borrower to better its
financial performance from that set forth in the existing financial covenants
(taking into account, the aggregate adjustments, if any, to the thresholds and
exceptions applicable thereto on a covenant-by-covenant basis);


(vii)                           results in any of the Loan
Documents not constituting a “Credit Agreement” under the Senior Note
Documents; or


(viii)                        amends,
modifies or adds any affirmative covenant in a manner which, when taken as a
whole, is materially adverse to a Borrower or its Subsidiaries and/or Lenders.


10.3.                     Financial
Covenant.


10.3.1.               Financial
Covenant Test Levels.  Subject to Section
10.3.2 hereof, for so long as there are any Commitments outstanding
and thereafter until Full Payment of the Obligations (other than contingent
indemnification obligations for which no claim has been made), Borrowers
covenant that they shall:



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(i)                                     Fixed
Charge Coverage Ratio.   Maintain a
Fixed Charge Coverage Ratio of at least 1.0 to 1.0, measured as of the last day
of each month for the applicable Fixed Charge Coverage Ratio Test Period.


10.3.2.               Applicability of Financial Covenant.  The
financial covenant set forth in Section 10.3.1
shall be effective only if, on any Business Day, (a) there are (i) any Revolver
Loans outstanding hereunder or (ii) the LC Obligations that have not been Cash
Collateralized exceed $2,500,000 on such Business Day, and (b) Liquidity  is, at the close of business on
such Business Day, less than the Financial Covenant Trigger Amount.  From and after such date, the provisions of Section 10.3.1 shall be effective at all times unless
and until (i) Liquidity shall exceed the Financial Covenant Trigger Amount for
a period of 90 consecutive days and (ii) any Event of Default then existing is
waived by Administrative Agent.  Within
one Business Day after the date on which the provisions of Section
10.3.1(i) are activated as set forth above in this Section 10.3.2, Borrowers shall deliver to Administrative
Agent a Compliance Certificate which reflects Borrowers’ compliance or
non-compliance with the provisions of Section 10.3.1
as of the last day of the most recent month then ended.


SECTION 11.                CONDITIONS
PRECEDENT


11.1.                     Conditions
Precedent to Initial Credit Extensions.  Initial Lender shall not be required to fund
any requested Loan on the Post-Confirmation Effective Date or otherwise extend
credit to Borrowers on the Post-Confirmation Effective Date and Issuing Bank
shall have no obligation to issue any Letter of Credit on the Post-Confirmation
Effective Date, unless each of the following conditions has been satisfied:


11.1.1.               Chapter 11 Plan. 
There are no material amendments to the Chapter 11 Plan.


11.1.2.               Effective Date.  The
effective date under the Chapter 11 Plan and the closing of the transactions
contemplated by this Agreement each occurs on or before August 1, 2007.


11.1.3.                 No Challenge.  At least 10 days has expired after the entry
of the Confirmation Order by the Bankruptcy Court without there having been
filed any motion for rehearing or reconsideration of the Confirmation Order,
any timely notice of appeal from the Confirmation Order or any motion to alter,
amend, set aside or vacate such order.


11.1.4.               Loan Documents. 
Execution and delivery by all parties of definitive Loan Documents
(including the execution and delivery of promissory notes, deposit account
control agreements, and authorizing board resolutions consistent with those
executed and delivered in connection with the Existing Credit Agreement) and
the absence of any Default or Event of Default under the Existing Credit
Agreement or this Agreement.


11.1.5.               Representations and Warranties.  All
representations and warranties made by Borrowers under the Loan Documents are
true and correct in all material respects as if made on the Post-Confirmation
Effective Date and on the date of each request for a Credit Extension, except
to the extent such representations or warranties relate solely to an earlier
date (in which case, they shall be true and correct in all material respects as
of such earlier date).


11.1.6.               Legal Opinions. 
Administrative Agent shall have received the favorable written legal
opinions of Borrowers’ and Guarantors’ counsel with respect to the due
authorization, execution and delivery of the Loan Documents by those Borrowers
and Guarantors organized under the laws of New York or Delaware, the validity
and enforceability of the Loan Documents (with customary exceptions and
qualifications) under New York law and such other matters as may be reasonably
required by



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Administrative
Agent (excluding, in any event, any opinions with respect to the creation or
perfection of security interests), which legal opinions shall not supersede the
legal opinions obtained by Administrative Agent in connection with the Existing
Credit Agreement.


11.1.7.               Consummation of Exchange.  The
exchange of InSight Health’s’s 9-7/8% senior subordinated notes due 2011 for
common equity of Parent has been completed.


11.1.8.               Liquidity.  After giving effect to the
payment to Administrative Agent and Lenders of all fees and expenses to be paid
to them on the Post-Confirmation Effective Date, Borrowers have Liquidity on
the Post-Confirmation Effective Date of not less than $20,000,000.


11.1.9.               Fees and Expenses. 
Borrowers shall have paid to Administrative Agent and Lenders (or made
adequate provision for the payment on the Post-Confirmation Effective Date of)
all fees and expenses payable to Administrative Agent and Lenders on or before
the Post-Confirmation Effective Date pursuant to the Existing Credit Agreement
or any of the Loan Documents and the transactions contemplated thereby (and, in
the case of expenses, as and to the extent invoiced).


11.1.10.         Organic Documents. 
Administrative Agent shall have received copies of the Organic Documents
of each Chapter 11 Debtor, and all amendments thereto, certified by the
Secretary of State or other appropriate official of the jurisdiction of such
Chapter 11 Debtor’s organization.


11.1.11.         Financial Statements.  Administrative
Agent shall have received, reviewed and found acceptable all pro forma
financial statements and Projections of Parent, InSight Health, Borrowers and
their respective Subsidiaries as Administrative Agent shall reasonably require.


11.1.12.         Borrowing Base Certificates. 
Administrative Agent shall have received all Borrowing Base Certificates
from Borrowers that were required to be delivered on or before the
Post-Confirmation Effective Date.


11.1.13.         Proceedings.  All proceedings taken in
connection with confirmation of the Chapter 11 Plan (including, without
limitation, the nature, scope and extent of notices to interested parties with
respect to all hearings relating to confirmation of the Chapter 11 Plan) shall
be reasonably satisfactory in form, scope and substance to Administrative Agent
and Lenders.


11.1.14.         Liens.  Administrative Agent shall
have received evidence reasonably satisfactory to Administrative Agent that
there are no other Liens upon any Collateral except for Permitted Liens.


11.1.15.         LC Conditions.  With
respect to the issuance of any Letter of Credit on the Post-Confirmation
Effective Date, each of the LC Conditions is satisfied.


11.2.                     Conditions
Precedent to All Credit Extensions.  Lenders shall not be required to fund any
Loans or otherwise extend any credit to or for the benefit of Borrowers and Issuing
Bank shall have no obligation to issue any Letter of Credit, unless and until
each of the following conditions has been and continues to be satisfied:


11.2.1.               No Defaults.  No Default or Event of Default
exists at the time, or would result from the funding, of any Loan or other
extension of credit.


11.2.2.               Representations and Warranties.  Each
of the representations and warranties by an Obligor in any of the Loan
Documents (including any representations and warranties in any certificate
furnished at any time in connection herewith) are true and correct in all
material respects on and as of the date of each extension of credit hereunder
(except for those representations or warranties which expressly relate to an
earlier date, in which case, such representations or warranties are true and
correct in all material respects as of such earlier date).



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11.2.3.               No Litigation. 
Except for the Chapter 11 Cases, no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain
or prohibit, or to obtain damages in respect of, or which is related to or
arises out of, this Agreement or any of the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby.


11.2.4.               No Material Adverse Effect.  No
event shall have occurred and no condition shall exist which has or could
be reasonably expected to have a Material Adverse Effect.


11.2.5.               Borrowing Base Certificate.  Administrative
Agent shall have received each Borrowing Base Certificate then required by the
terms of this Agreement.


11.2.6.               LC Conditions.  With
respect to the issuance of any Letter of Credit after
the Post-Confirmation Effective Date, each of the LC Conditions is
satisfied.


11.3.                     Limited
Waiver of Conditions Precedent.  If Lenders shall make any Loan or otherwise
extend any credit to Borrowers under this Agreement at a time when any of the
foregoing conditions precedent are not satisfied (regardless of whether the
failure of satisfaction of any such conditions precedent was known or
unknown to Administrative Agent or Lenders), the funding of such Loan or other
extension of credit shall not operate as a waiver of the right of
Administrative Agent and Lenders to insist upon the satisfaction of all
conditions precedent with respect to each subsequent Borrowing requested by
Borrowers or a waiver of any Event of Default as a consequence of the failure
of any such conditions to be satisfied, unless Administrative Agent, with the
prior consent of the Required Lenders, in writing waives the satisfaction
of any condition precedent, in which event such waiver shall only be applicable
for the specific instance given and only to the extent and for the period
of time expressly stated in such written waiver.


SECTION 12.                EVENTS
OF DEFAULT; REMEDIES ON DEFAULT


12.1.                     Events of
Default.  The
occurrence or existence of any one or more of the following events or
conditions shall constitute an “Event of Default” (each of which Events of
Default shall be deemed to exist unless and until waived by Administrative
Agent and Lenders in accordance with the provisions of Section 13.9:


12.1.1.               Payment of Obligations. 
Borrowers shall fail to pay (a) when due the principal of any Revolver
Loans or any reimbursement obligations arising from drawings under Letters of
Credit, or (b) when due any interest on Loans or on reimbursement obligations
arising from drawings under Letters of Credit, or of fees or other amounts
owing hereunder, under any other Loan Documents or in connection herewith or
therewith and, in each case in this clause (b), such failure shall continue for
5 or more Business Days.


12.1.2.               Misrepresentations.  Any
representation, warranty or other written statement to Administrative Agent or
any Lender by or on behalf of any Obligor, whether made in or furnished in
compliance with or in reference to any of the Loan Documents (including any
representation made in any Borrowing Base Certificate), proves to have been
false or misleading in any material respect when made or furnished or when
reaffirmed pursuant to Section 9.2.



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12.1.3.               Breach of
Specific Covenants.  Any Borrower
shall fail or neglect to perform, keep or observe any covenant contained in
Sections 7.6, 8.2.5, 8.2.6, 10.1.1, 10.1.6, 10.2 or 10.3
on the date that such Borrower is required to perform, keep or observe such covenant.


12.1.4.               Breach of Other
Covenants.  Any Obligor shall fail or
neglect to perform, keep or observe any covenant contained in this Agreement
(other than a covenant which is dealt with specifically elsewhere in Section 12.1) or any other Loan Document
and the breach of such other covenant is not cured within 30 days after the
sooner to occur of any Senior Officer’s receipt of notice of such breach from
Administrative Agent or the date on which such failure or neglect first becomes
known to any Senior Officer.


12.1.5.               Other Defaults.  There shall occur any default or event of
default on the part of any Borrower or any Subsidiary under (i) the Senior
Notes or (ii) any other agreement, document or instrument to which such
Borrower or such Subsidiary is a party or by which such Borrower or such
Subsidiary or any of their respective Properties is bound, creating or relating
to any Debt for Money Borrowed or Capitalized Lease Obligations (other than the
Obligations or the Senior Notes) in excess of $1,000,000 if the payment or
maturity of such Money Borrowed or Capitalized Lease Obligations may be
accelerated in consequence of such default or event of default or demand for
payment of such Debt for Money Borrowed or Capital Lease Obligations may be
made.


12.1.6.               Gap Period
Financial Covenant Trigger.  On any
Business Day during the period commencing on the Post-Confirmation Effective
Date and ending on the date that Borrowers have delivered to Administrative
Agent the financial statements required by Section 10.1.3(ii) for
the fiscal month of Borrowers ending August 31, 2007, (a) there are (i) any
Revolver Loans outstanding hereunder or (ii) the LC Obligations that have not
been Cash Collateralized exceed $2,500,000 on such Business Day, and (b)
Liquidity is, at the close of business on such Business Day, less than the
Financial Covenant Trigger Amount.


12.1.7.               Solvency.  Any Obligor shall cease to be Solvent.


12.1.8.               Insolvency
Proceedings.


(a)                                any
Insolvency Proceeding shall be commenced by any Obligor;


(b)                               an
Insolvency Proceeding is commenced against any Obligor and (i) such Obligor
consents to the institution of the Insolvency Proceeding against it, (ii) the
petition commencing the Insolvency Proceeding is not timely controverted by
such Obligor, (iii) the petition commencing the Insolvency Proceeding is not
dismissed within 60 days after the date of the filing thereof (provided that,
in any event, during the pendency of any such period, Lenders shall be relieved
from their obligation to make Loans or otherwise extend credit to or for the
benefit of Borrowers hereunder), (iv) an interim trustee is appointed to
take possession of all or a substantial portion of the Properties of such
Obligor or to operate all or any substantial portion of the business of such
Obligor, or (v) an order for relief shall have been issued or entered in
connection with such Insolvency Proceeding;


(c)                                any
Obligor shall make an offer of settlement extension or composition to its
unsecured creditors generally;


(d)                                 the
Confirmation Order is (i) amended, altered, reversed, revoked, vacated or
stayed or (ii) subject to any appeal or motion to revoke, alter, amend, vacate
or stay that is not dismissed, vacated, reversed, withdrawn or revoked within
45 days after the filing or commencement thereof; or



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(e)                                  the
Chapter 11 Plan is amended, modified or supplemented after the Confirmation
Date without the prior written consent of Administrative Agent.


12.1.9.               Business
Disruption.  There shall occur a
cessation of a substantial part of the business of any Obligor for a period
which could be reasonably expected to have a Material Adverse Effect; or any
Obligor shall suffer the loss or revocation of any license or permit now held
or hereafter acquired by such Obligor which could reasonably be expected to
have a Material Adverse Effect; or any Obligor shall be enjoined, restrained or
in any way prevented by court, governmental or administrative order from
conducting all or any material part of its business affairs which could
reasonably be expected to have a Material Adverse Effect.


12.1.10.         ERISA.  A Reportable Event shall occur which
Administrative Agent, in its reasonable discretion, shall determine constitutes
grounds for the termination by the Pension Benefit Guaranty Corporation of any
Plan or for the appointment by the appropriate United States district court of
a trustee for any Plan, or if any Plan shall be terminated or any such trustee
shall be requested or appointed, or if any Borrower, any Subsidiary or any
Obligor is in “default” (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a Plan resulting from such Borrower’s, such
Subsidiary’s or such Obligor’s complete or partial withdrawal from such
Plan, in each case to the extent such occurrence could reasonably be expected
to have a Material Adverse Effect.


12.1.11.         Challenge to or
Insufficiency of Loan Documents.  Any
Obligor or any of its Affiliates shall challenge or contest (or support the
challenge or contest of others) in any action, suit or proceeding the validity
or enforceability of any of the Loan Documents, the legality or
enforceability of any of the Obligations or the perfection or priority of any
Lien granted to Administrative Agent, or any of the Loan Documents ceases to be
in full force or effect for any reason other than a full or partial waiver or
release by Administrative Agent and Lenders in accordance with the terms
thereof.


12.1.12.         Judgment.  One or more judgments or orders for the
payment of money in an amount that exceeds, individually or in the aggregate,
$1,000,000 (other than amounts covered by (x) insurance for which the insurer
thereof has been notified of such claim and has not challenged such coverage or
(y) valid third party indemnifications for which the indemnifying party thereof
has been notified of such claim and has not challenged such indemnification)
shall be entered against any Borrower or any other Obligor and
(i) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order, (ii) there shall be any period of 30 consecutive
days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect or
(iii) results in the creation or imposition of a Lien upon any of the
Collateral that is not a Permitted Lien.


12.1.13.         Repudiation of or
Default Under Guaranty.  Any
Guarantor shall revoke or attempt to revoke the Guaranty signed by such
Guarantor or shall repudiate such Guarantor’s liability thereunder.


12.1.14.         Criminal Forfeiture.  Any Obligor is criminally indicted or
convicted for (i) a felony committed in the conducted of the business of such
Obligor or (ii) any state or federal law (including the Controlled Substances
Act, the Money Laundering Control Act of 1986, and the Illegal Exportation of
War Materials Act) that could lead to a forfeiture of any material (as
determined by Administrative Agent in the exercise of its discretion)
Collateral.


12.1.15.         Change of Control.  A Change of Control shall occur.



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12.1.16.         Loss of
Certification.  Any Medicaid
Certification or Medicare Certification of a Borrower, or any physician,
medical professional corporation or other Person with which a Borrower has
entered into a services, management or similar agreement shall expire,
terminate, be canceled or otherwise lost, the result of which shall or could
reasonably be expected to have a Material Adverse Effect.


12.1.17.         Change of Deposit Account
Instructions.  Any action is taken by a
Borrower in contravention of any instruction given by Administrative Agent
regarding the Collection Accounts, the Concentration Account, the Investment
Accounts or any Deposit Accounts subject to Control Agreements, any Control
Agreement is amended or terminated without the written consent of
Administrative Agent, or if any Borrower fails, within 7 Business Days of
receipt, to forward collections of Accounts that it receives to a Collection
Account at a time when a Restrictive Trigger Event has occurred.


12.2.                     Acceleration
of Obligations; Termination of Commitment.  Without in any way
limiting the right of Administrative Agent to demand payment of any portion of
the Obligations payable on demand in accordance with this Agreement upon or at
any time after the occurrence of an Event of Default (other than pursuant to Section 12.1.8) and for so long
as such Event of Default shall exist, Administrative Agent may in
its discretion (and, upon receipt of written instructions to do so from
the Required Lenders, shall) (a) declare the principal of and any accrued
interest on the Loans and all other Obligations owing under any of the
Loan Documents to be, whereupon the same shall become without further
notice or demand (all of which notice and demand each Borrower expressly
waives), forthwith due and payable and Borrowers shall forthwith pay to
Administrative Agent the entire principal of and accrued and unpaid interest on
the Loans and other Obligations plus reasonable attorneys’ fees and court
costs if such principal and interest are collected by or through an
attorney-at-law and (b) terminate the Revolver Commitments; provided,
however, that upon the occurrence of an Event of Default specified in
Section 12.1.8, all of the Obligations shall become automatically due and
payable without declaration, notice or demand by Administrative Agent to or
upon any Borrower or any other Obligor and the Revolver Commitments shall
automatically terminate as if terminated by Administrative Agent pursuant to
Section 6.2.1 and with the effects specified in Section 6.2.4.


12.3.                     Other
Remedies.  Upon and after the occurrence of an Event of
Default and for so long as such Event of Default shall exist, Administrative
Agent may in its discretion (and, upon receipt of written direction of the
Required Lenders, shall) institute any Enforcement Action and exercise from
time to time the following rights and remedies (subject to Applicable Law):


12.3.1.               All of the rights
and remedies of a secured party under the UCC or under other Applicable Law,
and all other legal and equitable rights to which Administrative Agent may be
entitled under any of the Loan Documents, all of which rights and
remedies shall be cumulative and shall be in addition to any other rights or
remedies contained in this Agreement or any of the other Loan Documents, and
none of which shall be exclusive.


12.3.2.               The right to
collect all amounts at any time payable to a Borrower from any Account
Debtor or other Person at any time indebted to such Borrower.


12.3.3.               The right to enter
any premises where any of the Collateral shall be located (or deemed to be located)
or where any books and records compromising part of the Collateral shall be
located and to keep and, if applicable, store such Collateral on said premises
until sold (and if said premises be owned or leased by a Borrower, then such
Borrower agrees not to charge Administrative Agent for storage of any
Collateral therein).



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12.3.4.               The right to sell
or otherwise dispose of all or any Collateral in its then condition, at public
or private sale or sales, with such notice as may be required by Applicable
Law, in lots or in bulk, for cash or on credit, all as Administrative Agent, in
its discretion, may deem advisable.  Each
Borrower agrees that any requirement of notice to any Borrower or any other
Obligor of any proposed public or private sale or other disposition of
Collateral by Administrative Agent shall be deemed reasonable notice thereof if
given at least 10 days prior thereto, and such sale may be at such
locations as Administrative Agent may designate in said notice.  Administrative Agent shall have the right to
conduct such sales on any Borrower’s or any other Obligor’s premises,
without charge therefor, and such sales may be adjourned from time to time
in accordance with Applicable Law. 
Administrative Agent shall have the right to sell, lease or otherwise
dispose of the Collateral, or any part thereof, for cash, credit or
any combination thereof, and Administrative Agent may purchase all or any
part of the Collateral at public or, if permitted by law, private sale and,
in lieu of actual payment of such purchase price, may set off
the amount of such price against the Obligations.  The proceeds realized from the sale or other
disposition of any Collateral may be applied, after allowing 2 Business
Days for collection, first to any Extraordinary Expenses incurred by
Administrative Agent and then to the remainder of the Obligations as specified
in Section 5.6.1.


12.3.5.               The right to obtain
the appointment of a receiver, without notice of any kind whatsoever, to take
possession of the Collateral and to exercise such rights and powers as the
court appointing such receiver shall confer upon such receiver.


12.3.6.               The right to
require Borrowers to Cash Collateralize outstanding Letters of Credit, and, if
Borrowers fail promptly to make such deposit, Lenders may (and shall upon the
direction of the Required Lenders) advance such amount as a Revolver Loan
(whether or not an Out-of-Formula Condition exists or is created thereby or the
Commitments have been terminated).  Any
such deposit or advance shall be held by Administrative Agent in the Cash
Collateral Account to fund future payments on any Letter of Credit.  When all Letters of Credit have been drawn
upon or expired, any amounts remaining in the Cash Collateral Account shall be
applied against any outstanding Obligations, or, after Full Payment of all
Obligations, returned to Borrowers.


Administrative
Agent is hereby granted an irrevocable, non-exclusive license or other right to
use, license or sub-license (exercisable without payment of royalty or other compensation
to any Obligor or any other Person) any or all of each Borrower’s
Intellectual Property and all of each Borrower’s computer hardware and
software, and any Property of a similar nature, in realizing on the
Collateral.


12.4.                     Setoff.  In addition to any
Liens granted under any of the Loan Documents and any rights now or hereafter
available under Applicable Law, Administrative Agent and each Lender (and each
of their respective Affiliates) is hereby authorized by Borrowers at any time
that an Event of Default exists, without notice to Borrowers or any other
Person (any such notice being hereby expressly waived), to set off and to
appropriate and apply any and all deposits, general or special (including
certificates of deposit whether matured or unmatured (but not including trust
accounts or any Collection Account into which payments with respect to
Governmental Receivables are directly deposited or transferred)) and any other
Debt at any time held or owing by such Lender or any of their Affiliates to or
for the credit or the account of any Borrower against and on account of
the Obligations of Borrowers arising under the Loan Documents to Administrative
Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations
and all claims of any nature or description arising out of or in connection
with this Agreement, irrespective of whether or not (i) Administrative
Agent or such Lender, shall have made any demand hereunder,
(ii) Administrative Agent, at the request or with the consent of the
Required Lenders, shall have declared the principal of and interest on the
Loans and other amounts due hereunder to be due and payable as permitted by
this Agreement and even though such Obligations may be contingent or unmatured
or (iii) the Collateral for the Obligations is adequate.  Notwithstanding the foregoing, each of



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Administrative Agent and
Lenders agree that Administrative Agent shall not, without the express consent
of the Required Lenders, and that it shall (to the extent that it is lawfully
entitled to do so) upon the request of the Required Lenders, exercise its
setoff rights hereunder, subject to the limitations set forth in this Section 12.4, against any accounts of any Borrower now or
hereafter maintained with Administrative Agent, such Lender or any Affiliate of
any of them, but no Borrower shall have any claim or cause of action against
Administrative Agent or any Lender for any setoff made, subject to the
limitations set forth in this Section 12.4,
without the consent of the Required Lenders, and the validity of any such
setoff shall not be impaired by the absence of such consent.  If any party (or its Affiliate) exercises the
right of setoff provided for and permitted hereunder, such party shall be
obligated to share any such setoff in the manner and to the extent required by
this Section 12.4 and Section 13.5.  Notwithstanding anything herein to the
contrary, Administrative Agent and its Affiliates shall not nor shall it be
entitled to, and each other Secured Party and its Affiliates (and each
Participant of any Lender and Affiliates) hereby waives any and all rights it
may have to, set-off or appropriate any or all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by each Secured Party and its Affiliates and each Participant of any
Lender and its Affiliates or any branch or agency thereof to or for the credit
or the account of any Obligor, to the extent necessary for the Obligors and
each Secured Party and its Affiliates and each Participant of any Lender and
its Affiliates to remain in compliance with all Healthcare Laws.


12.5.                     Remedies
Cumulative; No Waiver.


12.5.1.               All covenants,
conditions, provisions, warranties, guaranties, indemnities, and other
undertakings of Borrowers contained in this Agreement, the other Loan
Documents, or any other agreement between Administrative Agent of any Lender
and any Obligor, heretofore, concurrently, or hereafter entered into, shall be
deemed cumulative to and not in derogation or substitution of any of the terms,
covenants, conditions, or agreements of Borrowers herein contained.  The rights and remedies of Administrative
Agent and Lenders under this Agreement and the other Loan Documents shall
be cumulative and not exclusive of any rights or remedies that Administrative
Agent or any Lender would otherwise have.


12.5.2.               The failure or
delay of Administrative Agent or any Lender to require strict performance by
Borrowers of any provision of any of the Loan Documents or to exercise or
enforce any rights, Liens, powers or remedies under any of the Loan Documents
or with respect to any Collateral shall not operate as a waiver of such
performance, Liens, rights, powers and remedies, but all such requirements,
Liens, rights, powers, and remedies shall continue in full force and effect
until all Loans and all other Obligations owing or to become owing from
Borrowers to Administrative Agent and Lenders shall have been fully
satisfied.  None of the undertakings,
agreements, warranties, covenants and representations of Borrowers contained in
this Agreement or any of the other Loan Documents and no Event of
Default by any Borrower under this Agreement or any other
Loan Documents shall be deemed to have been suspended or waived by
Administrative Agent or any Lender, unless such suspension or waiver is by
an instrument in writing specifying such suspension or waiver and is signed by
a duly authorized representative of Administrative Agent or such Lender and
directed to Borrowers.


12.5.3.               If Administrative
Agent or any Lender shall accept performance by a Borrower, in whole or in
part, of any obligation that such Borrower is required by any of the Loan
Documents to perform only when a Default or Event of Default exists, or if
Administrative Agent or any Lender shall exercise any right or remedy under any
of the Loan Documents that may not be exercised other than when a Default
or Event of Default exists, Administrative Agent’s or such Lender’s acceptance
of such performance by a Borrower or Administrative Agent’s or such Lender’s
exercise of any such right or remedy shall not operate to waive any such
Event of Default or to preclude the exercise by Administrative Agent or any
Lender of any other right or remedy, unless otherwise expressly agreed in
writing by Administrative Agent or such Lender, as the case may be.



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SECTION
13.                     ADMINISTRATIVE AGENT


13.1.                     Appointment,
Authority and Duties of Administrative Agent.  


13.1.1.               Each Lender hereby
irrevocably appoints and designates BofA as Administrative Agent to act as
herein specified.  Administrative Agent
may, and each Lender by its acceptance of a Note and becoming a party to this
Agreement shall be deemed irrevocably to have authorized Administrative Agent
to, enter into all Loan Documents to which Administrative Agent is or is
intended to be a party and all amendments hereto and all Security Documents at
any time executed by any Obligor, for its benefit and the Pro Rata benefit
of Lenders and, except as otherwise provided in this Section 13, to exercise such rights and powers under this
Agreement and the other Loan Documents as are specifically delegated to Administrative
Agent by the terms hereof and thereof, together with such other rights and
powers as are reasonably incidental thereto. 
Each Lender agrees that any action taken by Administrative Agent or
the Required Lenders in accordance with the provisions of this Agreement
or the other Loan Documents, and the exercise by Administrative Agent or the
Required Lenders of any of the powers set forth herein or therein, together
with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all Lenders. 
Without limiting the generality of the foregoing, Administrative
Agent shall have the sole and exclusive right and authority to (a) act as
the disbursing and collecting agent for Lenders with respect to all payments
and collections arising in connection with this Agreement and the other Loan
Documents; (b) execute and deliver as Administrative Agent each Loan
Document  (including each Lien Waiver)  and accept delivery of each such
agreement by any Obligor or any other Person; (c) act as collateral
Administrative Agent for Secured Parties for purposes of the perfection of all
security interests and Liens created by this Agreement or the Security
Documents and, subject to the direction of the Required Lenders, for all other
purposes stated therein, provided that Administrative Agent hereby appoints,
authorizes and directs each Lender to act as a collateral sub-agent for
Administrative Agent and the other Lenders for purposes of the perfection of
all security interests and Liens with respect to a Borrower’s Deposit Accounts
maintained with, and all cash and Cash Equivalents held by, such Lender;
(d) subject to the direction of the Required Lenders, manage, supervise or
otherwise deal with the Collateral; and (e) except as may be otherwise specifically
restricted by the terms of this Agreement and subject to the direction of the
Required Lenders, exercise all remedies given to Administrative Agent with
respect to any of the Collateral under the Loan Documents relating
thereto, Applicable Law or otherwise. 
The duties of Administrative Agent shall be ministerial and
administrative in nature, and Administrative Agent shall not have by reason of
this Agreement or any other Loan Document a fiduciary relationship with
any Lender (or any of Lender’s participants). 
Unless and until its authority to do so is revoked in writing by
Required Lenders, Administrative Agent alone shall be authorized to determine
whether any Accounts constitute Eligible Accounts (basing such
determination in each case upon the meanings given to such terms in Section 1), or whether to impose or release any
reserve, and to exercise its own Credit Judgment in connection therewith,
which determinations and judgments, if exercised in good faith, shall exonerate
Administrative Agent from any liability to Lenders or any other Person for any
errors in judgment.


13.1.2.               Administrative
Agent (which term, as used in this sentence, shall include reference to
Administrative Agent’s officers, directors, employees, attorneys, agents and
Affiliates and to the officers, directors, employees, attorneys and agents of
Administrative Agent’s Affiliates) shall not: 
(a) have any duties or responsibilities except those expressly set
forth in this Agreement and the other Loan Documents or (b) be required to
take, initiate or conduct any Enforcement Action (including any litigation,
foreclosure or collection proceedings hereunder or under any of the other Loan
Documents) except to the extent directed to do so by the Required Lenders
during the continuance of any Event of Default. 
The conferral upon Administrative Agent of any right hereunder shall not
imply a duty on Administrative Agent’s part to exercise any such right unless
instructed to do so by the Required Lenders in accordance with this Agreement.



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13.1.3.               Administrative
Agent may perform any of its duties by or through its agents and employees and
may employ one or more Administrative Agent Professionals and shall not be
responsible for the negligence or misconduct of any such Administrative Agent
Professionals selected by it with reasonable care.  Borrowers shall promptly (and in
any event, on demand)
reimburse Administrative Agent for all reasonable expenses (including all
Extraordinary Expenses) incurred by Administrative Agent pursuant to any of the
provisions hereof or of any of the other Loan Documents or in the
execution of any of Administrative Agent’s duties hereby or thereby created or
in the exercise of any right or power herein or therein imposed or conferred
upon it or Lenders (excluding, however, general overhead expenses), and each
Lender agrees promptly to pay to Administrative Agent, on demand, such Lender’s Pro Rata share of
any such reimbursement for expenses (including Extraordinary Expenses) that is
not timely made by Borrowers to Administrative Agent.


13.1.4.               The rights,
remedies, powers and privileges conferred upon Administrative Agent hereunder
and under the other Loan Documents may be exercised by Administrative Agent
without the necessity of the joinder of any other parties unless otherwise
required by Applicable Law.  If
Administrative Agent shall request instructions from the Required Lenders with
respect to any act or action (including the failure to act) in connection with
this Agreement or any of the other Loan Documents, Administrative Agent shall
be entitled to refrain from such act or taking such action unless and until
Administrative Agent shall have received instructions from the Required
Lenders; and Administrative Agent shall not incur liability to any Person by reason
of so refraining.  Without limiting the
foregoing, no Lender shall have any right of action whatsoever against
Administrative Agent as a result of Administrative Agent acting or refraining
from acting hereunder or under any of the Loan Documents pursuant to or in
accordance with the instructions of the Required Lenders except for
Administrative Agent’s own gross negligence or willful misconduct in connection
with any action taken by it. 
Notwithstanding anything to the contrary contained in this Agreement,
Administrative Agent shall not be required to take any action that is in its
opinion contrary to Applicable Law or the terms of any of the Loan Documents or
that would in its reasonable opinion subject it or any of its officers,
employees or directors to personal liability.


13.1.5.               Administrative
Agent shall promptly, upon receipt thereof, forward to each Lender
(i) copies of any significant written notices, reports, certificates and
other information received by Administrative Agent from any Obligor (but only
if and to the extent such Obligor is not required by the terms of the Loan
Documents to supply such information directly to Lenders) and (ii) copies
of the results of any field audits or other examinations made or prepared by or
on behalf of Administrative Agent with respect to Borrowers or the
Collateral (each, a “Report” and collectively, “Reports”).  Administrative Agent shall conduct field audits of Borrowers at any time or
times reasonably requested by any Lender (but in no event shall Administrative
Agent be obliged to honor such requests more frequently than twice a calendar
year unless an Event of Default exists).


13.2.                     Agreements
Regarding Collateral and Examination Reports.


13.2.1.               Lenders hereby
irrevocably authorize Administrative Agent to release any Lien with respect to
any Collateral (i) upon the termination of the Commitments and Full
Payment of the Obligations (other than contingent indemnification obligations
for which no claim has been made), (ii) that is the subject of an Asset Disposition
which Borrowers certify in writing to Administrative Agent is a Permitted Asset
Disposition (and Administrative Agent may rely conclusively on any such
certificate without further inquiry), or (iii) with the written consent of
all Lenders.  Administrative Agent shall have



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no obligation whatsoever
to any of the Lenders to assure that any of the Collateral exists or is
owned by a Borrower or is cared for, protected or insured or has been
encumbered, or that Administrative Agent’s Liens have been properly,
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority or to exercise any duty of care with
respect to any of the Collateral.


13.2.2.               Administrative
Agent and Lenders each hereby appoints each other Lender as agent for the
purpose of perfecting Liens (for the benefit of Secured Parties) in any
Collateral that, in accordance with the UCC or any other Applicable Law, can be
perfected only by possession.  Should any
Lender obtain possession of any such Collateral, such Lender shall notify
Administrative Agent thereof, and, promptly upon Administrative Agent’s request
therefor, shall deliver such Collateral to Administrative Agent or otherwise
deal with such Collateral in accordance with Administrative Agent’s
instructions.


13.2.3.               Each Lender agrees
that neither BofA nor Administrative Agent makes any representation or warranty
as to the accuracy or completeness of any Report and shall not be liable for
any information contained in or omitted from any such Report; agrees that the
Reports are not intended to be comprehensive audits or examinations and that
BofA or Administrative Agent or any other Person performing any audit or
examination will inspect only specific information regarding Obligations or the
Collateral and will rely significantly upon Borrowers’ books and records as
well as upon representations of Borrowers’ officers and employees; agrees to
keep all Reports confidential and strictly for its internal use and not to
distribute the Reports (or the contents thereof) to any Person (except to its
Participants, attorneys, accountants and other Persons with whom such Lender
has a confidential relationship) or use any Report in any other manner; and,
without limiting the generality of any other indemnification contained herein,
agrees to hold Administrative Agent and any other Person preparing a Report
harmless from any action that the indemnifying Lender may take or conclusion
the indemnifying Lender may reach or draw from any Report in connection with
any Loans or other credit accommodations that the indemnifying Lender has
made or may make to Borrowers, or the indemnifying Lender’s participation in,
or its purchase of, a loan or loans of any Obligor, and to pay and protect, and
indemnify, defend and hold Administrative Agent and each other such Person
preparing a Report harmless from and against all claims, actions, proceedings,
damages, costs, expenses and other amounts (including attorneys’ fees) incurred
by Administrative Agent and any such other Person preparing a Report as the
direct or indirect result of any third parties who might obtain all or any part
of any Report through the indemnifying Lender.


13.3.                     Reliance
By Administrative Agent. Administrative Agent shall be entitled to
rely, and shall be fully protected in so relying, upon any certification,
notice or other communication (including any thereof by telephone, telex,
telegram, telecopier message or cable) believed by it to be genuine and correct
and to have been signed, sent or made by or on behalf of the proper Person or
Persons, and upon advice and statements of Administrative
Agent Professionals selected by Administrative Agent.  Without limiting the generality of the
foregoing, Administrative Agent may rely upon any Notice of Borrowing, LC
Request, Notice of Conversion/Continuation or any similar notice or request
believed by Administrative Agent to be genuine. As to any matters not expressly
provided for by this Agreement or any of the other Loan Documents,
Administrative Agent shall in all cases be fully protected in acting or
refraining from acting hereunder and thereunder in accordance with
the instructions of the Required Lenders, and such instructions of
the Required Lenders and any action taken or failure to act pursuant thereto
shall be binding upon Lenders.


13.4.                     Action
Upon Default.  Administrative
Agent shall not be deemed to have knowledge of the occurrence of a Default or
an Event of Default unless it has received written notice from a Lender or any
or all Borrowers specifying the occurrence and nature of such Default or Event
of Default.  If Administrative Agent
shall receive such a notice of a Default or an Event of Default or shall
otherwise



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acquire actual knowledge
of any Default or Event of Default, Administrative Agent shall promptly notify
Lenders in writing and Administrative Agent shall take such action and assert
such rights under this Agreement and the other Loan Documents, or shall refrain
from taking such action and asserting such rights, as the Required Lenders
shall direct from time to time.  If any
Lender shall receive a notice of a Default or an Event of Default or shall
otherwise acquire actual knowledge of any Default or Event of Default, such
Lender shall promptly notify Administrative Agent and the other Lenders in
writing.  As provided in Section 13.3, Administrative Agent shall not be
subject to any liability by reason of acting or refraining to act pursuant to
any request of the Required Lenders except for its own willful misconduct or
gross negligence in connection with any action taken by it.  In no event shall the Required Lenders,
without the prior written consent of each Lender, direct Administrative Agent
to accelerate and demand payment of the Loans held by one Lender without
accelerating and demanding payment of all other Loans or to terminate the
Commitments of one or more Lenders without terminating the Commitments of all
Lenders.  Each Lender agrees that, except
as otherwise provided in any of the Loan Documents or with the written consent
of Administrative Agent and the Required Lenders, it will not take any legal
action or institute any action or proceeding against any Obligor with respect
to any of the Obligations or Collateral or accelerate or otherwise enforce its
portion of the Obligations.  Without
limiting the generality of the foregoing, none of Lenders may exercise any
right that it might otherwise have under Applicable Law to credit bid at
foreclosure sales, UCC sales or other similar sales or dispositions of any of
the Collateral except as authorized by Administrative Agent and the Required
Lenders.  Notwithstanding anything to the
contrary set forth in this Section 13.4
or elsewhere in this Agreement, each Lender shall be authorized to take such
action to preserve or enforce its rights against any Obligor where a deadline
or limitation period is otherwise applicable and would, absent the taking of
specified action, bar the enforcement of Obligations held by such Lender
against such Obligor, including the filing of proofs of claim in any Insolvency
Proceeding.


13.5.                     Ratable
Sharing.  If any Lender shall
obtain any payment or reduction (including any amounts received as adequate
protection of a bank account deposit treated as cash collateral under the
Bankruptcy Code) of any Obligation of Borrowers (whether voluntary,
involuntary, through the exercise of any right of set-off or otherwise)
in excess of its Pro Rata share of payments or reductions on account of such
Obligations obtained by all of the Lenders, such Lender shall forthwith (i) notify
the other Lenders and Administrative Agent of such receipt and
(ii) purchase from the other Lenders such participations in the affected
Obligations as shall be necessary to cause such purchasing Lender to share
the excess payment or reduction, net of costs incurred in connection therewith,
on a Pro Rata basis, provided that if all or any portion of such excess payment
or reduction is thereafter recovered from such purchasing Lender or additional
costs are incurred, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery or such additional costs, but
without interest.  Each Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to this
Section 13.5 may, to the fullest
extent permitted by Applicable Law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of Borrowers in the amount of
such participation.


13.6.                     Indemnification
of Administrative Agent Indemnitees.


13.6.1.               Each Lender agrees
to indemnify and defend the Administrative Agent Indemnitees (to the extent not
reimbursed by Borrowers, but without limiting the indemnification obligations
of Obligors under any of the Loan Documents), on a Pro Rata basis, and to hold
each of the Administrative Agent Indemnitees harmless from and against, any and
all Claims which may be imposed on, incurred by or asserted against any of the
Administrative Agent Indemnitees in any way related to or arising out of any of
the Loan Documents or referred to herein or therein or
the transactions contemplated thereby (including the costs and expenses
which Borrowers are obligated to pay under Section 15.2
or amounts Administrative Agent may be called upon to pay in connection with
any lockbox or Dominion Account arrangement contemplated hereby or under any
indemnity, guaranty or other assurance of payment or performance given by
Administrative Agent pursuant to Section 3.4.2 or
the enforcement of any of the terms of any Loan Documents).



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13.6.2.               Without limiting
the generality of the foregoing provisions of this Section 13.6, if Administrative Agent should be sued by
any receiver, trustee in bankruptcy, debtor-in-possession or other Person on
account of any alleged preference or fraudulent transfer received or alleged to
have been received from any Borrower or any other Obligor as the result of
any transaction under the Loan Documents, then in such event any monies paid by
Administrative Agent in settlement or satisfaction of such suit, together with
all Extraordinary Expenses incurred by Administrative Agent in the defense of
same, shall be promptly reimbursed to Administrative Agent by Lenders to the
extent of each Lender’s Pro Rata share.


13.6.3.               Without limiting
the generality of the foregoing provisions of this Section 13.6, if at any time (whether prior to or after
the Commitment Termination Date) any action or proceeding shall be brought
against any of the Administrative Agent Indemnitees by an Obligor or by any
other Person claiming by, through or under an Obligor, to recover damages for
any act taken or omitted by Administrative Agent under any of the Loan
Documents or in the performance of any rights, powers or remedies of
Administrative Agent against any Obligor, any Account Debtor, the Collateral or
with respect to any Loans, or to obtain any other relief of any kind on account
of any transaction involving any Administrative Agent Indemnitees under or in
relation to any of the Loan Documents, each Lender agrees to indemnify, defend
and hold the Administrative Agent Indemnitees harmless with respect thereto and
to pay to the Administrative Agent Indemnitees such Lender’s Pro Rata share of
such amount as any of the Administrative Agent Indemnitees shall be required to
pay by reason of a judgment, decree, or other order entered in such action or
proceeding or by reason of any compromise or settlement agreed to by the
Administrative Agent Indemnitees, including all interest and costs assessed
against any of the Administrative Agent Indemnitees in defending or
compromising such action, together with attorneys’ fees and other legal
expenses paid or incurred by the Administrative Agent Indemnitees in connection
therewith; provided, however, that no Lender shall be liable to any
Administrative Agent Indemnitee for any of the foregoing to the extent that
they arise solely from the willful misconduct or gross negligence of such
Administrative Agent Indemnitee.  In Administrative
Agent’s discretion, Administrative Agent may also reserve for or satisfy any
such judgment, decree or order from proceeds of Collateral prior to any
distributions therefrom to or for the account of Lenders.


13.7.                     Limitation
on Responsibilities of Administrative Agent.  Administrative Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall have
received further assurances to its satisfaction from Lenders of their
indemnification obligations under Section 13.6
against any and all Indemnified Claims which may be incurred by Administrative
Agent by reason of taking or continuing to take any such action.  Administrative Agent shall not be liable to
Lenders for any action taken or omitted to be taken under or in connection with
this Agreement or the other Loan Documents except as a result and to the extent
of losses caused by the Administrative Agent’s actual gross negligence or
willful misconduct.  Administrative
Agent does not assume any responsibility for any failure or delay in
performance or breach by any Obligor or any Lender of its obligations
under this Agreement or any of the other Loan Documents.  Administrative Agent does not make to
Lenders, and no Lender makes to Administrative Agent or
the other Lenders, any express or implied warranty, representation or
guarantee with respect to the Obligations, the Collateral, the Loan
Documents or any Obligor. Neither Administrative Agent nor any of its
officers, directors, employees, attorneys or agents shall be responsible to
Lenders, and no Lender nor any of its agents, attorneys or employees shall be
responsible to Administrative Agent or the other Lenders, for:  (i) any recitals, statements,
information, representations or warranties contained in any of the Loan
Documents or in any certificate or other document furnished pursuant to the
terms hereof; (ii) the execution, validity, genuineness, effectiveness or
enforceability of any of the Loan Documents; (iii) the genuineness,
enforceability, collectibility, value, sufficiency,



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location or existence of
any Collateral, or the validity, extent, perfection or priority of any Lien
therein; (iv) the validity, enforceability or collectibility of any the
Obligations; or (v) the assets, liabilities, financial condition, results
of operations, business, creditworthiness or legal status of any Obligor or any
Account Debtor.  Neither Administrative
Agent nor any of its officers, directors, employees, attorneys or agents shall
have any obligation to any Lender to ascertain or inquire into the existence of
any Default or Event of Default, the observance or performance by
any Obligor of any of the duties or agreements of such Obligor under any
of the Loan Documents or the satisfaction of any conditions precedent contained
in any of the Loan Documents. 
Administrative Agent may consult with and employ legal counsel,
accountants and other experts and shall be entitled to act upon, and shall be
fully protected in any action taken in good faith reliance upon, any advice
given by such experts.


13.8.                     Successor
Administrative Agent and Co-Agents.


13.8.1.               Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, Administrative Agent may resign at any time by giving at least 30 days
written notice thereof to each Lender and Borrowers.  Upon receipt of any notice of such
resignation, the Required Lenders, after prior consultation with (but without
having to obtain consent of) each Lender, shall have the right to appoint a
successor Administrative Agent which shall be (i) a Lender, (ii) a United
States based affiliate of a Lender, or (iii) a commercial bank that is
organized under the laws of the United States or of any State thereof and has a
combined capital surplus of at least $200,000,000 and, provided no Default or
Event of Default then exists, is reasonably acceptable to Borrowers (and for
purposes hereof, any successor to BofA shall be deemed acceptable to
Borrowers).  If no successor
Administrative Agent is appointed prior to the effective date of the
resignation of Administrative Agent, then Administrative Agent may appoint,
after consultation with Lenders and Borrower Agent, a successor agent from
among Lenders. Upon the acceptance by a successor Administrative Agent of an
appointment to serve as an Administrative Agent hereunder, such successor
Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative
Agent without further act, deed or conveyance, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder but shall continue to enjoy the benefits of the indemnification set
forth in Sections 13.6 and 15.2.  After any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13 (including
the provisions of Section 13.6)
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.  Notwithstanding anything to the contrary contained
in this Agreement, any successor by merger or acquisition of the stock or
assets of BofA shall continue to be Administrative Agent hereunder without
further act on the part of the parties hereto unless such successor shall
resign in accordance with the provisions hereof.


13.8.2.               It is the intent of
the parties that there shall be no violation of any Applicable Law denying or
restricting the right of financial institutions to transact business as agent
or otherwise in any jurisdiction.  In case
of litigation under any of the Loan Documents, or in case Administrative Agent
deems that by reason of present or future laws of any jurisdiction
Administrative Agent might be prohibited from exercising any of the powers,
rights or remedies granted to Administrative Agent or Lenders hereunder or
under any of the Loan Documents or from holding title to or a Lien upon any
Collateral or from taking any other action which may be necessary hereunder or
under any of the Loan Documents, Administrative Agent may appoint an additional
Person as a separate collateral agent or co-collateral agent which is not so
prohibited from taking any of such actions or exercising any of such powers,
rights or remedies.  If Administrative
Agent shall appoint an additional Person as a separate collateral agent or
co-collateral agent as provided above, each and every remedy, power, right,
claim, demand or cause of action intended by any of the Loan Documents to be
exercised by or vested in or conveyed to Administrative Agent with respect thereto
shall be exercisable by and vested in such separate collateral agent or
co-collateral agent, but only to the extent necessary to enable such separate
collateral



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agent or co-collateral
agent to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by such separate collateral agent
or co-collateral agent shall run to and be enforceable by either of them.  Should any instrument from Lenders be
required by the separate collateral agent or co-collateral agent so appointed
by Administrative Agent in order more fully and certainly to vest in and
confirm to him or it such rights, powers, duties and obligations, any and all
of such instruments shall, on request, be executed, acknowledged and delivered by
Lenders whether or not a Default or Event of Default then exists.  In case any separate collateral agent or co-collateral
agent, or a successor to either, shall die, become incapable of acting, resign
or be removed, all the estates, properties, rights, powers, duties and
obligations of such separate collateral agent or co-collateral agent, so far as
permitted by Applicable Law, shall vest in and be exercised by the
Administrative Agent until the appointment of a new collateral agent or
successor to such separate collateral agent or co-collateral agent.


13.9.                     Consents,
Amendments and Waivers; Out-of-Formula
Loans.


13.9.1.               No amendment or
modification of any provision of this Agreement or any of the other Loan
Documents, nor any waiver of any Default or Event of Default, shall be
effective without the prior written agreement or consent of the Required
Lenders; provided, however, that


(i)                                     without
the prior written consent of Administrative Agent, no amendment or waiver shall
be effective with respect to any provision in any of the Loan Documents
(including Section 3.4 and this Section 13) to the extent such
provision relates to the rights, duties, immunities, exculpation,
indemnification or discretion of Administrative Agent;


(ii)                                  Administrative
Agent may, in its sole and absolute discretion and without prior consent from
any Lender, agree in writing to add any domestic Subsidiary of InSight Health
as a new “Borrower” party to this Agreement or any other Loan Document, and
such written election by Administrative Agent, if made, shall be binding upon
all Lenders;


(iii)                               without
the prior written consent of Issuing Bank, no amendment or waiver with respect
to any of the LC Obligations or the provisions of Sections 2.3, 4.1.3 or
11.2.6 shall be effective;


(iv)                              without
the prior written consent of each affected Lender, no amendment or waiver shall
be effective that would (1) increase or otherwise modify any Commitment of such
Lender (other than to reduce such Lender’s Commitment on a proportionate basis
with the same Commitments of other Lenders); (2) alter (other than to increase)
the rate of interest payable in respect of any Obligations owed to such Lender;
(3) waive or defer collection of any interest or fee payable to such Lender
pursuant to Section 3; or (4) subordinate the
payment of any Obligations owed to such Lender to the payment of any Debt
(except as expressly provided in Section 5.6.1);
and


(v)                                 without
the prior written consent of all Lenders, no amendment or waiver shall be
effective that would (1) waive any Default or Event of Default if the
Default or Event of Default relates to any Borrower’s failure to observe or
perform any covenant that may not be amended without the unanimous written
consent of Lenders (and, where so provided hereinafter, the written consent of
Administrative Agent) as hereinafter set forth; (2) alter the provisions
of Sections 3.6, 3.7, 3.8, 3.10, 5.6, 5.7,
7.1 (except to add to the
categories of Property of Borrowers constituting Collateral), 13.9, 15.2, 15.3, 15.4 or 15.16; (3) amend the
definitions of “Pro Rata” or “Required Lenders” (and the other defined
terms used in such definitions), or any provision of this Agreement
obligating Administrative Agent to take certain actions at the direction of the
Required Lenders, or any provision of any of the Loan Documents
regarding the Pro Rata treatment or obligations of Lenders; or
(4) subordinate the priority of any Liens granted to Administrative Agent
under any of the Loan Documents to consensual, non-statutory Liens granted
after the Post-Confirmation Effective Date to any other Person, except as
currently



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provided in or
contemplated by the Loan Documents (including a subordination in favor of the
holders of Permitted Liens that are permitted to have priority over
Administrative Agent’s Liens) and except for Liens granted by an Obligor to
financial institutions with respect to amounts on deposit with such financial
institutions to cover returned items, processing and analysis charges and other
charges in the Ordinary Course of Business that relate to deposit accounts with
such financial institutions.


Notwithstanding
the foregoing, the consent or agreement of Borrowers shall not be necessary to
the effectiveness of any amendment or waiver of any provision of this Agreement
that deals solely with the rights and duties of Lenders and Administrative
Agent as among themselves, including Sections 5.6.1
and 15. 
The making of any Loans hereunder by any Lender during the existence of
a Default or Event of Default shall not be deemed to constitute a waiver
of such Default or Event of Default. 
Any waiver or consent granted by Lenders hereunder shall be
effective only if in writing and then only in the specific instance and for the
specific purpose for which it was given.


13.9.2.               No Borrower will, directly
or indirectly, pay or cause to be paid any remuneration or other thing of
value, whether by way of supplemental or additional interest, fee or otherwise,
to any Lender (in its capacity as a Lender hereunder) as
consideration for or as an inducement to the consent to or agreement by such
Lender with any waiver or amendment of any of the terms and provisions of this
Agreement or any of the other Loan Documents to the extent that the agreement
of all Lenders to any such waiver or amendment is required, unless such
remuneration or thing of value is concurrently paid, on the same terms, on a
Pro Rata or other mutually agreed upon basis to all Lenders; provided, however,
that Borrowers may contract to pay a fee only to those Lenders who actually
vote in writing to approve any waiver or amendment of the terms and provisions
of this Agreement or any of the other Loan Documents to the extent that such
waiver or amendment may be implemented by vote of the Required Lenders and such
waiver or amendment is in fact approved.


13.9.3.               Any request,
authority or consent of any Person who, at the time of making such request or
giving such a authority or consent, is a Lender, shall be conclusive and
binding upon any Transferee of such Lender.


13.9.4.               Unless otherwise
directed in writing by the Required Lenders, Administrative Agent may require
Lenders to honor requests by Borrowers for Out-of-Formula Loans (in which
event, and notwithstanding anything to the contrary set forth in Section 2.1.1 or elsewhere in this Agreement, Lenders shall
continue to make Revolver Loans up to their Pro Rata share of the Commitments)
and to forbear from requiring Borrowers to cure an Out-of-Formula
Condition, (1) when no Event of Default exists (or if an Event of Default
exists, when the existence of such Event of Default is not known by
Administrative Agent), if and for so long as (i) such Out-of-Formula
Condition does not continue for a period of more than 14 consecutive days,
following which no Out-of-Formula Condition exists for at least
60 consecutive days before another Out-of-Formula Condition
exists, (ii) the amount of the Revolver Loans outstanding at any time does not
exceed the aggregate of the Commitments at such time, and (iii) the
Out-of-Formula Condition is not known by Administrative Agent at the time in
question to exceed $2,500,000; and (2) regardless of whether or not an Event of
Default exists, if Administrative Agent discovers the existence of
an Out-of-Formula Condition not previously known by it to exist, but Lenders
shall be obligated to continue making such Revolver Loans as directed by
Administrative Agent only (A) if the amount of the Out-of-Formula
Condition is not increased by more than $500,000 above the amount determined by
Administrative Agent to exist on the date of discovery thereof and (B) for
a period not to exceed 30 Business Days. 
In no event shall any Borrower or any other Obligor be deemed to be
a beneficiary of this Section 13.9.4
or authorized to enforce any of the provisions of this Section 13.9.4.



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13.10.              Due Diligence and
Non-Reliance.  Each Lender hereby
acknowledges and represents that it has, independently and without reliance
upon Administrative Agent or the other Lenders, and based upon such documents,
information and analyses as it has deemed appropriate, made its own credit
analysis of each Obligor and its own decision to enter into this Agreement and
to fund the Loans to be made by it hereunder and to purchase participations in
the LC Obligations pursuant to Section 2.3.2,
and each Lender has made such inquiries concerning the Loan Documents, the
Collateral and each Obligor as such Lender feels necessary and appropriate, and
has taken such care on its own behalf as would have been the case had it
entered into the other Loan Documents without the intervention or participation
of the other Lenders or Administrative Agent.  Each Lender hereby further acknowledges and
represents that the other Lenders and Administrative Agent have not made any
representations or warranties to it concerning any Obligor, any of the
Collateral or the legality, validity, sufficiency or enforceability of any of
the Loan Documents.  Each Lender also
hereby acknowledges that it will, independently and without reliance upon the
other Lenders or Administrative Agent, and based upon such financial
statements, documents and information as it deems appropriate at the time,
continue to make and rely upon its own credit decisions in making Loans and in
taking or refraining to take any other action under this Agreement or any of
the other Loan Documents.  Except for
notices, reports and other information expressly required to be furnished to
Lenders by Administrative Agent hereunder, Administrative Agent shall not have
any duty or responsibility to provide any Lender with any notices, reports or
certificates furnished to Administrative Agent by any Obligor or any credit or
other information concerning the affairs, financial condition, business or
Properties of any Obligor (or any of its Affiliates) which may come into
possession of Administrative Agent or any of Administrative Agent’s Affiliates.


13.11.              Representations
and Warranties of Lenders. 
Each Lender represents and warrants to each Borrower,
Administrative Agent and the other Lenders that it has the power to enter into
and perform its obligations under this Agreement and the other Loan Documents,
and that it has taken all necessary and appropriate action to authorize its
execution and performance of this Agreement and the other Loan Documents
to which it is a party, each of which will be binding upon it and the
obligations imposed upon it herein or therein will be enforceable against it in
accordance with the respective terms of such documents; and none of the
consideration used by it to make or fund its Loans or to participate in any
other transactions under this Agreement constitutes for any purpose of ERISA or
Section 4975 of the Internal Revenue Code assets of any “plan” as defined in
Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code and the
rights and interests of such Lender in and under the Loan Documents shall not
constitute plan assets under ERISA.


13.12.              The Required
Lenders.  As to any provisions of
this Agreement or the other Loan Documents under which action may or is
required to be taken upon direction or approval of the Required Lenders, the
direction or approval of the Required Lenders shall be binding upon each Lender
to the same extent and with the same effect as if each Lender joined
therein.  Notwithstanding anything to the
contrary contained in this Agreement, Borrowers shall not be deemed to be a
beneficiary of, or be entitled to enforce, sue upon or assert as a defense to
any of the Obligations, any provisions of this Agreement that requires
Administrative Agent or any Lender to act, or conditions their authority to
act, upon the direction or consent of the Required Lenders; and any action
taken by Administrative Agent or any Lender that requires the consent or
direction of the Required Lenders as a condition to taking such action shall,
insofar as Borrowers are concerned, be presumed to have been taken with
the requisite consent or direction of the Required Lenders.


13.13.              Several
Obligations.  The obligations and
Commitment of each Lender under this Agreement and the other Loan Documents are
several and neither Administrative Agent nor any Lender shall be responsible
for the performance by the other Lenders of its obligations or Commitment
hereunder or thereunder.  Notwithstanding
any liability of Lenders stated to be joint and several to third Persons under
any of the Loan Documents, such liability shall be shared, as among Lenders,
Pro Rata.



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13.14.     Administrative Agent in its Individual
Capacity.  With
respect to its obligation to lend under this Agreement, the Loans made by it
and each Note issued to it, Administrative Agent shall have the same rights and
powers hereunder and under the other Loan Documents as any other Lender or
holder of a Note and may exercise the same as though it were not performing the
duties specified herein; and the terms “Lenders,” “Required Lenders,” or any
similar term shall, unless the context clearly otherwise indicates, include
Administrative Agent in its capacity as a Lender.  Administrative Agent and its Affiliates may
each accept deposits from, maintain deposits or credit balances for, invest in,
lend money to, act as trustee under indentures of, serve as financial advisor
to, and generally engage in any kind of business with any Borrower or any other
Obligor, or any Affiliate of any Borrower or any other Obligor, as if it were
any other bank and without any duty to account therefor (or for any fees or
other consideration received in connection therewith) to the other
Lenders.  BofA or its affiliates may
receive information regarding any Borrower or any of such Borrower’s Affiliates
and account debtors (including information that may be subject to
confidentiality obligations in favor of Borrowers or any of their Affiliates)
and Lenders acknowledge that neither Administrative Agent nor BofA shall be
under any obligation to provide such information to Lenders to the extent
acquired by BofA in its individual capacity and not as Administrative Agent
hereunder.


13.15.     No Third Party Beneficiaries.  This Section 13 is
not intended to confer any rights or benefits upon Borrowers or any other
Person except Lenders and Administrative Agent, and no Person (including any
Borrower) other than Lenders and Administrative Agent shall have any right to
enforce any of the provisions of this Section 13
except as expressly provided in Section 13.17.  As between Borrowers and Administrative
Agent, any action that Administrative Agent may take or purport to take on
behalf of Lenders under any of the Loan Documents shall be conclusively
presumed to have been authorized and approved by Lenders as herein provided.


13.16.     Notice of Transfer.  Administrative Agent may deem and treat a
Lender party to this Agreement as the owner of such Lender’s portion of the
Revolver Loans for all purposes, unless and until a written notice of the
assignment or transfer thereof executed by such Lender has been received by
Administrative Agent.


13.17.     Replacement of Certain Lenders.  If a Lender (“Affected Lender”) shall have
(i) failed to fund its Pro Rata share of any Loan requested (or deemed
requested) by Borrowers which such Lender is obligated to fund under the terms
of this Agreement and which such failure has not been cured,
(ii) requested compensation from Borrowers under Section 3.7 to
recover increased costs incurred by such Lender (or its parent or holding
company) which are not being incurred generally by the other Lenders (or their
respective parents or holding companies), (iii) delivered a notice
pursuant to Section 3.6 claiming that
such Lender is unable to extend LIBOR Loans to Borrowers for reasons not
generally applicable to the other Lenders, (iv) defaulted in paying or
performing any of its obligations to Administrative Agent, or (v) failed or
refused to give its consent to any amendment, waiver or action for which
consent of all of the Lenders is required and in respect of which the Required
Lenders have consented, then, in any such case and in addition to any other
rights and remedies that Administrative Agent, any other Lender or any Borrower
may have against such Affected Lender, any Borrower or Administrative Agent may
make written demand on such Affected Lender (with a copy to Administrative
Agent in the case of a demand by Borrowers and a copy to Borrowers in the case
of a demand by Administrative Agent) for the Affected Lender to assign, and
such Affected Lender shall assign pursuant to one or more duly executed
Assignment and Acceptances within 5 Business Days after the date of such
demand, to one or more Lenders willing to accept such assignment or
assignments, or to one or more Eligible Assignees designated by Administrative
Agent, all of such Affected Lender’s rights and obligations under this
Agreement (including its Commitment and all Loans owing to it) in accordance
with Section 14.  Administrative Agent is hereby irrevocably
authorized to execute one or more Assignment and Acceptances as
attorney-in-fact for any Affected Lender which fails or refuses to execute



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and deliver the same
within 5 Business Days after the date of such demand.  The Affected Lender shall be entitled to
receive, in cash and concurrently with execution and delivery of each such
Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or
under any other Loan Document, including the aggregate outstanding principal
amount of the Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment (but excluding any prepayment penalty or
termination charge.  Upon the replacement
of any Affected Lender pursuant to this Section 13.17,
such Affected Lender shall cease to have any participation in, entitlement
to, or other right to share in the Liens of Administrative Agent in any
Collateral and such Affected Lender shall have no further liability to
Administrative Agent, any Lender or any other Person under any of the Loan
Documents (except as provided in Section 13.6
as to events or transactions which occur prior to the replacement of such
Affected Lender), including any commitment to make Loans or purchase participations in LC Obligations.  Administrative Agent shall have the right at
any time, but shall not be obligated to, upon written notice to any Lender and
with the consent of such Lender (which may be granted or withheld in such
Lender’s discretion), to purchase for Administrative Agent’s own account all of
such Lender’s right, title and interest in and to this Agreement, the other
Loan Documents and the Obligations (together with such Lender’s interest in the
Commitments), for the face amount of the Obligations owed to such Lender (or
such greater or lesser amount as Administrative Agent and Lender may mutually
agree upon).


13.18.     Remittance of Payments and Collections.


13.18.1.   All payments by any Lender to Administrative
Agent shall be made not later than the time set forth elsewhere in this
Agreement on the Business Day such payment is due; provided, however, that if such
payment is due on demand by Administrative Agent
and such demand is made on the paying Lender after 11:00 a.m. on such
Business Day, then payment shall be made by 11:00 a.m. on the next Business
Day.  Payment by Administrative Agent to
any Lender shall be made by wire transfer, promptly following Administrative
Agent’s receipt of funds for the account of such Lender and in the type of
funds received by Administrative Agent; provided,
however, that if Administrative Agent
receives such funds at or prior to 12:00 noon, Administrative Agent shall pay
such funds to such Lender by 2:00 p.m. on such Business Day, but if
Administrative Agent receives such funds after 12:00 noon, Administrative Agent
shall pay such funds to such Lender by 2:00 p.m. on the next Business
Day.


13.18.2.   With respect to the payment of any funds from
Administrative Agent to a Lender or from a Lender to Administrative Agent, the
party failing to make full payment when due pursuant to the terms hereof shall,
on demand by the other party, pay such
amount together with interest thereon at the Federal Funds Rate.  In no event shall Borrowers be entitled
to receive any credit for any interest paid by Administrative Agent to any
Lender, or by any Lender to Administrative Agent, at the Federal Funds Rate as
provided herein.


13.18.3.   If Administrative Agent pays any amount to a
Lender in the belief or expectation that a related payment has been or
will be received by Administrative Agent from an Obligor and such related
payment is not received by Administrative Agent, then Administrative Agent
shall be entitled to recover such amount from each Lender that receives such
amount.  If Administrative Agent
determines at any time that any amount received by it under this Agreement or
any of the other Loan Documents must be returned to an Obligor or paid to
any other Person pursuant to any Applicable Law, court order or otherwise,
then, notwithstanding any other term or condition of this Agreement or
any of the other Loan Documents, Administrative Agent shall not be
required to distribute such amount to any Lender.



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SECTION
14.       BENEFIT OF AGREEMENT;
ASSIGNMENTS AND PARTICIPATIONS


14.1.       Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of Borrowers, Administrative Agent and Lenders and their
respective successors and assigns (which, in the case of Administrative Agent,
shall include any successor Administrative Agent appointed pursuant to Section 13.8), except that (i) no Borrower
shall  have the right to assign its rights or delegate performance of any
of its obligations under any of the Loan Documents and (ii) any assignment
by any Lender must be made in compliance with Section 14.3.  Administrative Agent may treat the Person
which made any Loan or holds any Note as the owner thereof for all purposes
hereof unless and until such Person complies with
Section 14.3 in the case of an assignment thereof or, in the
case of any other transfer, a written notice of the transfer is filed with
Administrative Agent.  Any assignee or
transferee of any rights with respect to any Note or Loan agrees by acceptance
thereof to be bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the holder of a Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.


14.2.       Participations.


14.2.1.     Permitted Participants; Effect.  Any Lender may, in
the ordinary course of its business and in accordance with Applicable Law,
at any time sell to one or more banks or other financial institutions (each a “Participant”)
a participating interest in any of the Obligations owing to such Lender,
any Commitment of such Lender or any other interest of such Lender under any of
the Loan Documents.  In the event of
any such sale by a Lender of participating interests to a Participant,
such Lender’s obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
holder of its Loans and Commitments for all purposes under the Loan Documents,
all amounts payable by Borrowers under this Agreement and any of the Notes
shall be determined as if such Lender had not sold such participating
interests, and Borrowers and Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under the Loan Documents. 
If a Lender sells a participation to a Person other than an
Affiliate of such Lender, then such Lender shall give prompt written
notice thereof to Borrowers and the other Lenders.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers are notified of the
participation sold to Participant and such Participant agrees, for the benefit
of Borrowers, to comply with Section 5.10
as though such Participant were a Lender.


14.2.2.     Voting Rights.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than an amendment,
modification or waiver with respect to any Loans or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the stated interest rate or the stated rates at which fees are payable
with respect to any such Loan or Commitment, postpones the Commitment
Termination Date, or any date fixed for any regularly scheduled payment of
interest or fees on such Loan or Commitment, or releases from liability any
Borrower or any Guarantor or releases any substantial portion of any of the
Collateral.


14.2.3.     Benefit of Set-Off.  Each Borrower agrees that each Participant
shall be deemed to have the right of set-off provided in Section 12.4
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent and subject to the same requirements under this
Agreement (including Section 13.5)
as if the amount of its participating interest were owing directly to it as a
Lender under the Loan Documents, provided that each Lender shall retain the
right of set-off



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provided in Section 12.4 with respect to the amount of
participating interests sold to each Participant.  Lenders agree to share with each Participant,
and each Participant by exercising the right of set-off provided in Section 12.4 agrees to share with each Lender, any
amount received pursuant to the exercise of its right of set-off, such amounts
to be shared in accordance with Section 13.5
as if each Participant were a Lender. This Section
14.2.3 is subject to the limitations set forth in the last sentence
of Section 12.4.


14.2.4.     Notices.  Each Lender shall be solely responsible for
notifying its Participants of any matters relating to the Loan Documents to the
extent that any such notice may be required, and neither Administrative Agent
nor any other Lender shall have any obligation, duty or liability to any
Participant of any other Lender.  Without
limiting the generality of the foregoing, neither Administrative Agent nor any
Lender shall have any obligation to give notices or to provide documents or
information to a Participant of another Lender.


14.3.       Assignments.


14.3.1.     Permitted Assignments.  Subject to its compliance with Section 14.3.2, a Lender may, in accordance with
Applicable Law, at any time assign to any Eligible Assignee all or any part of
its rights and obligations under the Loan Documents, so long as (i) each
assignment is of a constant, and not a varying, ratable percentage of all of
the transferor Lender’s rights and obligations under the Loan Documents with
respect to the Loans and the LC
Obligations and, in the case of a partial assignment, is
in a minimum principal amount of $5,000,000 (unless otherwise agreed by
Administrative Agent in its discretion) and integral multiples of $1,000,000 in
excess of that amount; (ii) except in the case of an assignment in whole
of a Lender’s rights and obligations under the Loan Documents or
an assignment by one original signatory to this Agreement to another such
signatory, immediately after giving effect to any assignment, the aggregate
amount of the Commitments retained by the transferor Lender shall in no event
be less than $5,000,000 (unless otherwise agreed by Administrative Agent in its
discretion); and (iii) the parties to each such assignment shall execute
and deliver to Administrative Agent, for its acceptance and recording, an
Assignment and Acceptance.  Nothing
contained herein shall limit in any way the right of a Lender to pledge or
assign all or any portion of its rights under this Agreement or with respect to
any of the Obligations to (x) any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the
Board of Governors and any Operating Circular issued by such Federal Reserve
Bank, provided that, in each case, no such pledge or assignment of a
security interest shall release any Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for any Lender as a party
hereto, (y) direct or indirect contractual counterparties in swap
agreements relating to the Loans, provided that any payment by Borrowers to the
assigning Lender in respect of any assigned Obligations in accordance with the
terms of this Agreement shall satisfy Borrowers’ obligations hereunder in
respect of such assigned Obligations to the extent of such payment, and no such
assignment shall release the assigning Lender from its obligations hereunder.


14.3.2.     Effect; Effective Date.  Upon
(i) delivery to Administrative Agent of a notice of assignment
substantially in the form attached as Exhibit H
hereto, together with any consents required by Section 14.3.1,
and (ii) the recordation of the assignment on the Register and (iii)
payment of a $1,500 fee to the Administrative Agent for processing any
assignment to an Eligible Assignee that is not an Affiliate of the
transferor Lender, such assignment shall become effective.  The Assignment and Acceptance shall contain a
representation and warranty by the Eligible Assignee that the assignment
evidenced thereby will not result in a non-exempt “prohibited transaction”
under Section 406 of ERISA.  On and
after the effective date of such assignment, such Eligible Assignee shall for
all purposes be a Lender party to this Agreement and the other
Loan Document executed by the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents to the same extent as if
it were an original party thereto, and no further consent or action by
Borrowers, Lenders or Administrative Agent shall be required



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to release the transferor Lender with respect
to the Commitment (or portion thereof) of such Lender and Obligations assigned
to such Eligible Assignee.  Without
limiting the generality of the foregoing, such Eligible Assignee shall be
subject to and bound by all of the Loan Documents.  Upon the consummation of any assignment to an
Eligible Assignee pursuant to this Section 14.3,
the transferor Lender, Administrative Agent and Borrowers shall make
appropriate arrangements so that replacement Notes are issued to such
transferor Lender and new Notes or, as appropriate, replacement Notes, are
issued to such Eligible Assignee, in each case in principal amounts reflecting
their respective Commitments, as adjusted pursuant to such assignment.  If the transferor Lender shall have assigned
all of its interests, rights and obligations under this Agreement pursuant
to Section 14.3.1, then (i) such
transferor Lender shall no longer have any obligation to indemnify
Administrative Agent with respect to any transactions, events or
occurrences that transpire after the effective date of such assignment,
(ii) each Eligible Assignee to which such transferor Lender shall make an
assignment shall be responsible to Administrative Agent to indemnify
Administrative Agent in accordance with this Agreement with respect to
transactions, events and occurrences transpiring on and after the effective
date of such assignment to it, and (iii) the transferor Lender shall
continue to be entitled to the benefits of those provisions of the Loan
Documents (including indemnities from Obligors) that survive Full Payment of
the Obligations.


14.3.3.     Dissemination of Information.  Each Borrower authorizes each Lender and
Administrative Agent to disclose to any Participant, any Eligible Assignee or
any other Person acquiring an interest in the Loan Documents by operation
of law (each a “Transferee”), and any prospective Transferee, any and all
information in Administrative Agent’s or such Lender’s possession concerning
each Borrower, the Subsidiaries of each Borrower or the Collateral, subject to
appropriate confidentiality undertakings on the part of such Transferee.


14.4.       Tax Treatment.  If any interest in any Loan Document is
transferred to any Transferee that is organized under the laws of any
jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section 5.9.3.


SECTION
15.       MISCELLANEOUS


15.1.       Power of Attorney.  Each Borrower hereby irrevocably designates,
makes, constitutes and appoints Administrative Agent (and all Persons
designated by Administrative Agent) as such Borrower’s true and lawful attorney
(and agent in-fact) and Administrative Agent, or Administrative Agent’s
designee, may, without notice to such Borrower and in either such Borrower’s or
Administrative Agent’s name, but at the cost and expense of Borrowers:


15.1.1.     At such time or times as Administrative
Agent or said designee, in its discretion, may determine during the continuance
of Restrictive Trigger Event, endorse such Borrower’s name on any Payment Item
or other proceeds of the Collateral (including proceeds of insurance) which
come into the possession of Administrative Agent or under Administrative Agent’s
control.


15.1.2.     At any time that an Event of Default exists
and subject to Applicable Law: (i) demand payment of the Accounts from the
Account Debtors, enforce payment of the Accounts by legal proceedings or
otherwise, and generally exercise all of such Borrower’s rights and remedies
with respect to the collection of the Accounts; (ii) settle, adjust,
compromise, discharge or release any of the Accounts or other Collateral or any
legal proceedings brought to collect any of the Accounts or other Collateral;
(iii) sell or assign any of the Accounts and other Collateral upon such
terms, for such amounts and at such time or times as Administrative Agent deems
advisable; (iv) prepare, file and sign such Borrower’s name to a proof of
claim in bankruptcy or similar document against any Account Debtor or to
any notice of Lien, assignment or satisfaction of Lien or similar document
in connection with any of the



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Collateral;
(v) receive, open and dispose of all mail addressed to such Borrower and
to notify postal authorities to change the address for delivery thereof to such
address as Administrative Agent may designate; (vi) endorse the name of
such Borrower upon any Payment Item relating to any Collateral and deposit the
same to the account of Administrative Agent for application to the Obligations;
(vii) endorse the name of such Borrower upon any Chattel Paper, Document,
Instrument, invoice, freight bill, bill of lading or similar document or
agreement relating to any Accounts or Inventory of any Obligor and any other
Collateral; (viii) use such Borrower’s stationery and sign the name of
such Borrower to verifications of the Accounts and notices thereof to Account
Debtors; (ix) use the information recorded on or contained in any data
processing equipment and computer hardware and software relating to any
Collateral; (x) make and adjust claims under policies of insurance;
(xi) sign the name of such Borrower to and file any proof of claim in an
Insolvency Proceeding of any Account Debtor and on notices of Liens;
(xii) take all action as may be necessary to obtain the payment of any
letter of credit or banker’s acceptance of which such Borrower is a
beneficiary; and (xiii) do all other acts and things necessary, in
Administrative Agent’s determination, to fulfill such Borrower’s obligations
under any of the Loan Documents.


15.2.       General Indemnity.  Whether or not any of the transactions
contemplated by any of the Loan Documents are consummated, each Borrower agrees
to indemnify and defend the Indemnitees and hold the Indemnitees harmless from
and against any Claims that may be instituted or asserted against or are
incurred by any of the Indemnitees. 
Without limiting the generality of the foregoing, this indemnity shall
extend to any Claims instituted or asserted against or incurred by any of the
Indemnitees (x) under any Environmental Laws or (other similar laws by reason
of a Borrower’s or any other Person’s failure to comply with laws applicable to
solid or hazardous waste materials or other toxic substances) or (y) under
any Anti-Terrorism Laws, including any fines assessed against Administrative
Agent or any Lender by any Governmental Authority as a result of conduct of an
Obligor.  Additionally, if any Taxes
(excluding Excluded Taxes but including any intangibles tax, stamp tax or recording
tax) shall be payable by any party on account of the execution or delivery of
this Agreement, or the execution, delivery, issuance or recording of any of the
other Loan Documents, or the creation or repayment of any of
the Obligations hereunder, by reason of any Applicable Law now or hereafter
in effect, Borrowers shall pay (and shall promptly reimburse
Administrative Agent and Lenders for their payment of) all such Taxes,
including any interest and penalties thereon, and will indemnify and hold
Indemnitees harmless from and against all liability in connection therewith.


15.3.       Survival of and Limitations Upon
Indemnities. 
Notwithstanding anything to the contrary in this Agreement or any of the
other Loan Documents, the obligation of each Borrower and each Lender with
respect to each indemnity given by it in this Agreement shall survive the Full
Payment of the Obligations, the termination of any of the Commitments and the
resignation of Administrative Agent. Notwithstanding anything to the contrary
contained in this Agreement, no Borrower shall have any obligation under this
Agreement to indemnify an Indemnitee with respect to any Claim to the extent
that it is determined in a final, non-appealable judgment by a court of
competent jurisdiction that such Claim resulted from the gross negligence or
willful misconduct of such Indemnitee.


15.4.       Amendment and Restatement; No
Novation.  This
Agreement amends and restates the Existing Credit Agreement and all prior
amendments to the Existing Credit Agreement, but does not constitute and is not
intended to create a novation or accord and satisfaction; all of the Revolver
Loans, Letters of Credit and other Obligations outstanding under the Existing
Credit Agreement on the date hereof shall be deemed to be outstanding under
this Agreement and shall be governed in all respects by, and shall accrue
interest and be repaid in accordance with, this Agreement; and all security
interests and other Liens granted or conveyed with respect to the Collateral
pursuant to the Existing Credit Agreement and other Existing Loan Documents
shall continue in effect and nothing in this Agreement shall be construed to
constitute a termination, release or extinguishment of any Lien in favor of
Administrative Agent that was in effect immediately prior to the effectiveness
of this Agreement.  Each Borrower



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acknowledges and agrees
that the amendment and restatement of the Existing Credit Agreement by this
Agreement is not intended to constitute, nor does it constitute, a novation,
interruption, suspension of continuity, satisfaction, discharge or termination
of the obligations, loans, liabilities, or indebtedness under the Existing
Credit Agreement and other Existing Loan Documents or the collateral security
and guaranties therefor, and this Agreement and the other Loan Documents are entitled
to all rights and benefits originally pertaining to the Existing Credit
Agreement and the other Existing Loan Documents. By executing this Agreement,
Borrowers ratify and reaffirm all of their liabilities and obligations under
the Existing Loan Documents and agree that all such liabilities and obligations
are carried forward in this Agreement and the other Loan Documents.  In addition to the additional Loan Documents
executed and delivered on the Post-Confirmation Effective Date pursuant to this
Agreement, the guaranties, liens, security interests, pledges, covenants and
agreements set forth in the Existing Loan Documents and each of such other
collateral security documents are made and granted to secure and support the
Obligations under this Agreement as if the same were made or granted on the
date hereof.


15.5.       Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under Applicable Law, but if any provision of this Agreement shall be
prohibited by or invalid under Applicable Law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


15.6.       Cumulative Effect; Conflict of Terms.  The provisions of the Other Agreements and
the Security Documents are hereby made cumulative with the provisions of this
Agreement.  Without limiting the
generality of the foregoing, the parties acknowledge that this Agreement and
the other Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters and that
such limitations, tests and measures are cumulative and each must be
performed, except as may be expressly stated to the contrary in this
Agreement.  Except as otherwise provided
in any of the other Loan Documents by specific reference to the applicable
provision of this Agreement, if any provision contained in this Agreement
is in direct conflict with, or inconsistent with, any provision in any of
the other Loan Documents, the provision contained in this Agreement shall
govern and control.


15.7.       Counterparts; Facsimile Signatures.  This Agreement and any amendments hereto 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 to be an original and all of which counterparts taken together shall
constitute but one and the same instrument. 
Loan Documents may be executed by facsimile and the effectiveness of any
such Loan Documents and signatures thereon shall, subject to Applicable Law,
have the same force and effect as manually signed originals and shall be
binding on all parties thereto. 
Administrative Agent may require that any such documents and signatures
be confirmed by a manually-signed original thereof, provided that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile signature.


15.8.       Consent.  Whenever the consent of Administrative Agent
or Lenders (or any combination of Lenders) is required to be obtained under
this Agreement or any of the other Loan Documents as a condition to any action,
inaction, condition or event, each party whose consent is required shall be
authorized to give or withhold its consent in its discretion and to condition
its consent upon the giving of additional collateral security for
the Obligations, the payment of money or any other matter.


15.9.       Notices and Communications.


15.9.1.     Except as otherwise provided in Section 4.1.5, all notices, requests and other
communications to or upon a party hereto shall be in writing (including
facsimile transmission or similar writing) and shall be given to such party at
the address or facsimile number for such party on the



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signature pages hereof
(or, in the case of a Person who becomes a Lender after the date hereof, at the
address shown on the applicable Assignment and Acceptance by which such Person
became a Lender) or at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to Administrative Agent and
Borrowers in accordance with the provisions of this Section 15.9.


15.9.2.     Except as otherwise provided in Section 4.1.5, each such notice, request or other
communication shall be effective (i) if given by facsimile transmission,
when transmitted to the facsimile number specified herein for the noticed party
and confirmation of receipt is received, (ii) if given by mail, 3 Business
Days after such communication is deposited in the U.S. Mail, with first-class
postage pre-paid, addressed to the noticed party at the address specified
herein, or (iii) if given by personal delivery, when duly delivered with
receipt acknowledged in writing by the noticed party.  In no event shall a voicemail message be
effective as a notice, communication or confirmation under any of the Loan
Documents.  Notwithstanding the
foregoing, no notice to or upon Administrative Agent or BofA pursuant to Sections 2.3, 3.1.2, 4.1 or 6.2.2
shall be effective until after actually received by Administrative Agent.  Any written notice, request or demand that is
not sent in conformity with the provisions hereof shall nevertheless be
effective on the date that such notice, request or demand is actually
received by the individual to whose attention at the noticed party such
notice, request or demand is required to be sent.  Any notice received by Borrower Agent shall
be deemed to have been received by all Borrowers.


15.9.3.     Electronic mail and intranet websites may
be used only to distribute routine communications, such as financial
statements, Borrowing Base Certificates and other information required by Section 8 and Section 10.1.3,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose as effective notice under this Agreement or
any of the other Loan Documents.


Administrative Agent and
Lenders shall be authorized to rely and act upon any notices (including
telephonic communications) purportedly given by or on behalf of any Borrower
even if such notices were made in a manner other than as specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified or required herein, or the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  Borrowers jointly and severally agree to
indemnify and defend each Indemnitee from all losses, costs, expenses and
liabilities resulting from the reliance by any such Indemnitee on each
telephone communication purportedly given by or on behalf of any Borrower other
than  to the extent constituting gross
negligence or willful misconduct of the Indemnitee.


15.10.     Performance of Borrowers’ Obligations.  If any Borrower shall fail to discharge any
covenant, duty or obligation hereunder or under any of the other Loan
Documents, Administrative Agent may, in its discretion at any time or from time
to time during the continuance of an Event of Default and subject to Applicable
Law, for such Borrower’s account and at Borrowers’ expense, pay any amount
or do any act required of Borrowers hereunder or under any of the other Loan
Documents or otherwise lawfully requested by Administrative Agent to
(i) enforce any of the Loan Documents or collect any of the Obligations,
(ii) preserve, protect, insure or maintain or realize upon any of the
Collateral, or (iii) preserve, defend, protect or maintain the validity or
priority of Administrative Agent’s Liens in any of the Collateral, including
the payment of any judgment against any Borrower.  All payments that Administrative Agent may
make under this Section and all reasonable out-of-pocket costs and expenses
(including Extraordinary Expenses) that Administrative Agent pays or incurs in
connection with any action taken by it hereunder shall be reimbursed to
Administrative Agent by Borrowers, on demand, with
interest from the date such payment is made or such costs or expenses are
incurred to the date of payment thereof at the Default Rate applicable for
Revolver Loans that are Base Rate Loans. Any payment made or other action
taken by Administrative Agent under this Section shall be without prejudice to
any right to assert, and without waiver of, an Event of Default hereunder and
to without prejudice to Administrative Agent’s right proceed thereafter as
provided herein or in any of the other Loan Documents.



 111
 








15.11.     Credit Inquiries.  Each Borrower hereby authorizes and permits
Administrative Agent and Lenders (but Administrative Agent and Lenders shall
have no obligation) to respond to usual and customary credit inquiries from
third parties concerning such Borrower or any of its Subsidiaries.


15.12.     Time of Essence.  Time is of the essence of this Agreement, the
Other Agreements and the Security Documents.


15.13.     Indulgences Not Waivers.  Administrative Agent’s or any Lender’s
failure at any time or times hereafter, to require strict performance by
Borrowers of any provision of this Agreement shall not waive, affect or
diminish any right of Administrative Agent or any Lender thereafter to demand
strict compliance and performance therewith.


15.14.     Entire Agreement; Exhibits and Schedules.  This Agreement and the other Loan
Documents, together with all other instruments, agreements and certificates
executed by the parties pursuant to any Loan Document, embody the entire
understanding and agreement between the parties hereto and thereto with respect
to the subject matter hereof and thereof and supersede all prior agreements,
understandings and inducements, whether express or implied, oral or written,
regarding the same subject matter.  Each
of the Exhibits and each of the Schedules attached hereto are incorporated into
this Agreement and by this reference made a part hereof.


15.15.     Interpretation.  No provision of this Agreement or any of the
other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party having, or being deemed to have,
structured, drafted or dictated such provision. 
The paragraph and section headings are for convenience of reference only
and shall not affect the substantive meaning of any provision of this
Agreement.


15.16.     Obligations of Lenders Several.  The Obligations of each Lender hereunder are
several, and no Lender shall be responsible for the obligations or Commitment
of any other Lender.  Nothing contained
in this Agreement and no action taken by Lenders pursuant hereto shall be
deemed to constitute Lenders to be a partnership, association, joint venture or
any other kind of entity.  The amounts
payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled, to the extent not
otherwise restricted hereunder, to protect and enforce its rights arising out
of this Agreement and any of the other Loan Documents, and it shall not he
necessary for Administrative Agent or any other Lender to be joined as an
additional party in any proceeding for such purpose.


15.17.     Confidentiality.  Administrative Agent and Lenders each agrees
to take normal and reasonable precautions to maintain the confidentiality of
any Information (defined below) for a period of 24 months following the
Commitment Termination Date, except that Administrative Agent and any Lender
may disclose such information (i) to their respective Affiliates and
individuals employed or retained by Administrative Agent or such Lender who are
or are expected to become engaged in evaluating, approving, structuring,
administering or otherwise giving professional advice with respect to any of
the Loans or Collateral, including any of their respective legal counsel,
auditors or other professional advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential);
(ii) to any party to this Agreement from time to time;  (iii) pursuant to Applicable
Law, the order of any court or administrative agency provided, however,
that, prior to disclosure pursuant to this clause (iii), reasonable efforts
shall be made to give the Borrowers notice of request for disclosure and the
Borrowers shall be given a reasonable opportunity, at its expense, to prevent
the disclosure or have the Information maintained as confidential under a
protective order; (iv) upon the request or demand of any regulatory
agency or other Governmental Authority having jurisdiction over Administrative
Agent or such Lender or in accordance with Administrative Agent’s or Lender’s
regulatory compliance policies,



 112
 








(v) to the extent
reasonably required in connection with any litigation (with respect to any of
the Loan Documents or any of the transactions contemplated thereby)
to which Administrative Agent, any Lender or their respective Affiliates may be
a party, (vi) to the extent reasonably required in connection with
the exercise of any remedies hereunder, (vii) to any actual or
proposed Participant, Eligible Assignee or any other Transferee of all or part
of  a Lender’s rights hereunder so long as such Person has agreed in
writing to be bound by the provisions of this Section, (viii) to the
National Association of Insurance Commissioners or any similar organization or
to any nationally recognized rating agency that requires access to information
about Lender’s portfolio in connection with ratings issued with respect to
such Lender, or (ix) with the consent of Borrowers. As used in this Section 15.17, “Information” means all information
received from the Obligors relating to an Obligor or any of its Subsidiaries or
their business, other than any such information that is available to Agent or
Lenders on a nonconfidential basis prior to disclosure by an Obligor.


15.18.     Certifications Regarding Senior Note
Indenture.  Each
Borrower hereby certifies to Administrative Agent and Lenders that neither the
execution or performance of this Agreement by Borrowers nor the incurrence of
any Debt pursuant to the terms of this Agreement or any of the other Loan
Documents by Borrowers violates the Senior Note Indenture, including
Sections 4.09 or 4.12 of the Senior Note Indenture.  Each Borrower further certifies to
Administrative Agent and Lenders that this Agreement constitutes a “Credit
Agreement”  under the Senior Note
Indenture, that all Loans collectively constitute “Permitted Indebtedness”
under the “Credit Agreement” and that the Liens of Administrative Agent
hereunder are permitted under the Senior Note Indenture.


15.19.     Governing Law.  This Agreement has been negotiated, executed
and delivered, and shall be deemed to have been made, in New York,
New York, and shall be governed by and construed in accordance with the
internal laws (but without regard to conflict of law principles) of the State
of New York, but giving effect to federal laws relating to national banks.


15.20.     USA Patriot Act Notice.  Administrative Agent hereby notifies
Borrowers that pursuant to the requirements of the USA Patriot Act,
Administrative Agent is required to obtain, verify and record information that
identifies each Borrower, which information includes the name and address of
each Borrower and other information that will allow Administrative Agent to
identify each Borrower in accordance with the USA Patriot Act.


15.21.     Consent to Forum.  Each Borrower hereby consents to the
non-exclusive jurisdiction of any United States federal court sitting in or
with direct or indirect jurisdiction over the Southern District of
New York or any New York state or superior court sitting in New York
County, New York, in any action, suit or other proceeding arising out of
or relating to this Agreement or any of the other Loan Documents and each
Borrower irrevocably agrees that all claims and demands in respect of any such
action, suit or proceeding may be heard and determined in any such court and
irrevocably waives any objection it may now or hereafter have as to the venue
of any such action, suit or proceeding brought in any such court or that such
court is an inconvenient forum.  Nothing
herein shall limit the right of Administrative Agent or any Lender to bring
proceedings against any Borrower in the courts of any other jurisdiction.  Any judicial proceeding commenced by any
Borrower against Administrative Agent, BofA, any Lender or any holder of any of
the Obligations, or any Affiliate of Administrative Agent, BofA, any Lender or
any holder of any Obligations, involving, directly or indirectly, any matter in
any way arising out of, related to or connected with any Loan Document shall be
brought only in a United States federal court sitting in or with direct
jurisdiction over the Southern District of New York or any New York
state or superior court sitting in New York County, New York.  Nothing in this Agreement shall be deemed to
preclude the enforcement by Administrative Agent of any judgment or order
obtained in such forum or the taking of any action under this Agreement
to enforce same in any other appropriate forum or jurisdiction.



 113
 








15.22.     Waivers by Borrowers.  To the fullest extent
permitted by Applicable Law, each Borrower waives (i) the right to trial
by jury (which Administrative Agent and each Lender hereby also waive)
in any action, suit, proceeding or counterclaim of any kind arising out of
or related to any of the Loan Documents, the Obligations or the Collateral;
(ii) presentment, demand and protest and notice of presentment, protest,
default, non payment, maturity, release, compromise, settlement, extension or
renewal of any or all commercial paper, accounts, contract rights, documents,
instruments, chattel paper and guaranties at any time held by Administrative
Agent on which such Borrower may in any way be liable and hereby ratifies and
confirms whatever Administrative Agent may do in this regard in connection with
an Enforcement Action by Administrative Agent; (iii) notice prior to
taking possession or control of the Collateral or any bond or security which
might be required by any court prior to allowing Administrative Agent to
exercise any of Administrative Agent’s remedies; (iv) the benefit of
all valuation, appraisement and exemption laws; (v) any claim against
Administrative Agent or any Lender, on any theory of liability, for special,
indirect, consequential, exemplary or punitive damages (as opposed to
direct or actual damages) in respect of any claim for breach of contract or any
other theory of liability arising out of, or the taking of any Enforcement
Action; or related to any of the Loan Documents, any transaction thereunder or
the use of the proceeds of any Loans; and (vi) notice of acceptance hereof.  Each Borrower acknowledges that the foregoing
waivers are a material inducement to Administrative Agent’s and Lenders’
entering into this Agreement and that Administrative Agent and Lenders are
relying upon the foregoing waivers in its future dealings with Borrowers.  Each Borrower warrants and represents
that it has reviewed the foregoing waivers with its legal counsel and has
knowingly and voluntarily waived its jury trial rights following consultation with
legal  counsel.  In the 
event of litigation, this Agreement may be filed as a written consent to
a trial by the court.


15.23.     Release of Claims.  To induce Administrative
Agent and Lender to enter into this Agreement, each Borrower hereby releases,
acquits and forever discharges Administrative Agent and Lender, and all
officers, directors, attorneys, agents, employees, successors and assigns of
Administrative Agent and Lender, from any and all liabilities, claims, demands,
actions or causes of action of any kind or nature (if there be any), whether absolute
or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Administrative Agent or
Lender arising on or prior to the Post-Confirmation Effective Date under or in
connection with or related to the Existing Credit Agreement, any of the other
Existing Loan Documents or the Collateral. 
Each Borrower represents and warrants to Administrative Agent and Lender
that such Borrower has not transferred or assigned to any Person any such claim
that such Borrower ever had or claimed to have against Administrative Agent or
Lender.


[signatures
commence on following page]



 114
 








IN
WITNESS WHEREOF, this Agreement has been duly executed and
delivered on the day and year specified at the beginning of this Agreement.


	
   

  	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member and sole

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
										



 


[Signatures continued on
following page]


 



 115
 








 


	
  

  	
  VALENCIA MRI, LLC

  
	
   

  	
  ORANGE
  COUNTY REGIONAL PET CENTER- IRVINE, LLC

  
	
   

  	
  SAN
  FERNANDO VALLEY REGIONAL PET CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  PARKWAY IMAGING CENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


[Signatures continued on
following page]


 



 116
 








 


	
  

  	
  OPEN MRI, INC.

  
	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
  MAXUM HEALTH SERVICES CORP.

  
	
   

  	
  MAXUM
  HEALTH SERVICES OF NORTH

  TEXAS, INC.

  
	
   

  	
  MAXUM HEALTH SERVICES OF DALLAS, INC.

  
	
   

  	
  NDDC, INC.

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
  INSIGHT IMAGING SERVICES CORP.

  
	
   

  	
  COMPREHENSIVE MEDICAL IMAGING, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING

  CENTERS, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BILTMORE, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI-EAST MESA, INC.

  
	
   

  	
  TME ARIZONA, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FREMONT, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- SAN

  FRANCISCO, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI- GARLAND, INC.

  
	
   

  	
  IMI OF ARLINGTON, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FAIRFAX, INC.

  
	
   

  	
  IMI OF KANSAS CITY, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BAKERSFIELD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and Chief

  Financial Officer

  



 


[Signatures continued on
following page]


 



 117
 








 


	
  

  	
  COMPREHENSIVE
  OPEN MRI-

  CARMICHAEL/FOLSOM, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS SACRAMENTO, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and
  Comprehensive Medical Imaging Centers, Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHOENIX
  REGIONAL PET CENTER-

  THUNDERBIRD, LLC

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging Centers, Inc., as the
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MESA MRI

  
	
   

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  LOS GATOS IMAGING CENTER

  
	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
  JEFFERSON MRI-BALA

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and
  Comprehensive Medical Imaging Centers, Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for all Borrowers:

  
	
   

  	
  c/o InSight Health Corp.

  
	
   

  	
  26250 Enterprise Court

  
	
   

  	
  Suite 100

  
	
   

  	
  Lake Forest, California 92630

  
	
   

  	
  Attention:

  	
  Mitch C. Hill

  
	
   

  	
  Telecopier:

  	
  (949) 462-0042

  
											



 



 118
 








 


	
  

  	
  With copies to:

  
	
   

  	
   

  
	
   

  	
  InSight Health Corp.

  
	
   

  	
  26250 Enterprise Court

  
	
   

  	
  Suite 100

  
	
   

  	
  Lake Forest, California 92630

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Telecopier:

  	
  (949) 462-3703

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kaye Scholer LLP

  
	
   

  	
  425 Park Avenue

  
	
   

  	
  New York, New York 10022-3598

  
	
   

  	
  Attention: Stephen Koval

  
	
   

  	
  Telecopier:

  	
  (212) 836-6419

  
				



 


[Signatures continued on
following page]


 



 119














	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  Bank of AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank of America, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
  300 Galleria Parkway

  
	
   

  	
  Suite 800

  
	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
  Attention:

  	
  Loan Administration Manager

  
	
   

  	
  Telecopier: 

  	
  (770) 859-2483

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Parker, Hudson, Rainer & Dobbs LLP

  
	
   

  	
  1500 Marquis Two Tower

  
	
   

  	
  285 Peachtree Center Avenue, N.E.

  
	
   

  	
  Atlanta, Georgia 30303

  
	
   

  	
  Attention: 

  	
   C. Edward Dobbs

  
	
   

  	
  Telecopier: 

  	
    (404)
  522-8409

  
										



 


[Signatures continued on
following page]


 












 


	
  

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address for Lender:

  
	
   

  	
   

  
	
   

  	
  Bank of America, N.A., as Lender

  
	
   

  	
  300 Galleria Parkway

  
	
   

  	
  Suite 800

  
	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
  Attention: Loan Administration Manager

  
	
   

  	
  Telecopier: (770) 859-2483

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Parker, Hudson, Rainer & Dobbs LLP

  
	
   

  	
  1500 Marquis Two Tower

  
	
   

  	
  285 Peachtree Center Avenue, N.E.

  
	
   

  	
  Atlanta, Georgia 30303

  
	
   

  	
  Attention: 

  	
  C. Edward Dobbs

  
	
   

  	
  Telecopier: 

  	
  (404) 522-8409

  
									



 



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