radnet_10q-ex1019.htm


 








 Exhibit 10.19


             AMENDMENT NO. 5 AND LIMITED WAIVER TO CREDIT AGREEMENT


         This AMENDMENT NO. 5 AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"Amendment"), dated as of February 22, 2008, by and among RADNET MANAGEMENT,
INC., a California corporation (the "Borrower"), the other persons designated as
Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as agent ("Agent") and the Persons
signatory thereto from time to time as Lenders. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (each as hereinafter defined).

                                    RECITALS

         WHEREAS, the Borrower, the Credit Parties, Agent and Lenders have
entered into that certain Credit Agreement dated as of November 15, 2006 (as
amended by that certain (i) Limited Waiver and Amendment No. 1 to Credit
Agreement dated as of April 5, 2007, (ii) Amendment No. 2 to Credit Agreement
dated as of May 30, 2007, (iii) Amendment No. 3 to Credit Agreement dated as of
August 23, 2007 and (iv) Amendment No. 4 to Credit Agreement dated as of
December 3, 2007, and as further amended, supplemented, restated or otherwise
modified from time to time, the "Credit Agreement"); and

         WHEREAS, the Borrowers, Agent, Requisite Lenders and the Supermajority
Revolving Lenders have agreed to the amendments and limited waiver as set forth
herein;

         NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

                  1. Amendments to Credit Agreement.

                    (a) Amendment to Section 1.1(a). Section 1.1(a) of the
Credit Agreement is hereby amended by amending and restating the third and
fourth sentence therein to read in their entirety as follows:

                  "Amounts borrowed under this subsection (a) are collectively
         referred to as the "Initial Term Loan B and together with any
         Incremental Term Loan (as defined below), the "Term Loan B"." Borrower
         shall repay the Initial Term Loan B through periodic payments on the
         dates and in the amounts indicated below (together with any scheduled
         payments of the Incremental Term Loan, "Scheduled Installments")."


                  (b) Amendment to Section 1.1. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following new clause (g):

                           "(g) Incremental Loans.







  





  











  









                  (i) Borrower may make up to five requests for an incremental
         term loan (the "Incremental Term Loan") or incremental revolving loan
         (the "Incremental Revolving Loan"), each such request being for at
         least $5,000,000, and in an aggregate amount not to exceed $40,000,000
         for all such requests pursuant to delivery of a written request from
         the Borrower to the Agent. Each such notice shall specify the date (an
         "Increase Effective Date") on which the Borrower proposes that the
         increased or new Commitments shall be effective, which date shall be a
         date not less than ten (10) Business Days after such request is
         delivered to the Agent. The increased or new Commitments shall become
         effective on the applicable Increase Effective Date as long as each of
         the following conditions have been met:

                           (A) no Default or Event of Default has occurred or is
         continuing or would result after giving effect to such Incremental Term
         Loan or Incremental Revolving Loan;

                           (B) (1) the maturity date of any Incremental Term
         Loan, the weighted average life of any Incremental Term Loan, the
         effective yield to the Lenders under such Incremental Term Loan
         (including interest, fees received ratably by such Lenders and original
         issue discount) shall be the same as the Initial Term Loan B, as
         applicable, at the time such Incremental Term Loan is funded and (2)
         any Incremental Revolving Loan shall become part of the Revolving Loans
         with the same maturity, interest, fees and terms as the Revolving
         Loans;

                           (C) the Borrower has provided evidence reasonably
         satisfactory to the Agent that the Borrower would have been in
         compliance with the financial covenants set forth in Section 6 assuming
         that the Incremental Term Loan or Incremental Revolving Loan, as
         applicable, had been incurred on the last day of the then most recently
         completed Fiscal Quarter; and

                           (D) the Agent shall have received amendments to this
         Agreement and the Loan Documents, joinder agreements for any new
         Lenders, and all other promissory notes, agreements, documents and
         instruments reasonably satisfactory to the Agent in its reasonable
         discretion evidencing and setting forth the conditions of the
         Incremental Term Loan or Incremental Revolving Loan, as applicable.

                  (ii) Each Lender which (a) holds a Term Loan B on the date the
         Borrower delivers a written request to the Agent for a Incremental Term
         Loan or a Revolving Loan on the date the Borrower delivers a written
         request to the Agent for an Incremental Revolving Loan and (b) notifies
         the Agent in writing within five (5) days of receipt of written notice
         from the Agent that Borrower has requested an Incremental Term Loan or
         Incremental Revolving Loan, as applicable, shall have the right to fund
         its pro rata share of the Incremental Term Loan or Incremental
         Revolving Loan, as applicable, based upon its share of the Term Loan B
         Commitment or the Revolving Loan Commitment, as applicable, as


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         of the date the Agent originally received the applicable notice from
         the Borrower. Notwithstanding anything contained herein or otherwise to
         the contrary, no Lender shall have any obligation to fund all or any
         portion of, or participate in, the Incremental Term Loan or the
         Incremental Revolving Loan. Amounts of the Incremental Term Loan which
         are repaid may not be reborrowed.

                  (iii) On any Increase Effective Date on which Incremental
         Revolving Loans are effected, subject to the satisfaction of the
         foregoing terms and conditions, (A) each of the Lenders with Revolving
         Loan Commitments shall assign to each Lender with an Incremental
         Revolving Loan (each, an "Incremental Revolving Loan Lender") and each
         of the Incremental Revolving Loan Lenders shall purchase from each of
         the Lenders with Revolving Loan Commitments, at the principal amount
         thereof (together with accrued interest), such interests in the
         Revolving Loans on such Increase Effective Date as shall be necessary
         in order that, after giving effect to all such assignments and
         purchases, such Revolving Loans will be held by existing Lenders with
         Revolving Loan and Incremental Revolving Loan Lenders ratably in
         accordance with their Revolving Loan Commitments after giving effect to
         the addition of such Incremental Revolving Loans to the Revolving Loan
         Commitments, (B) each Incremental Revolving Loan shall be deemed for
         all purposes a Revolving Loan Commitment and each Loan made thereunder
         shall be deemed, for all purposes, a Revolving Loan and (C) each
         Incremental Revolving Loan Lender shall become a Lender with respect to
         the Revolving Loan Commitment and all matters relating thereto.


                  (iv) On any Increase Effective Date on which Incremental Term
         Loans are effected, subject to the satisfaction of the foregoing terms
         and conditions, (A) each Lender with an Incremental Term Loan (each, an
         "Incremental Term Loan Lender") shall make a Loan to the Borrower in an
         amount equal to the amount of the Incremental Term Loan such Lender has
         committed to fund and (B) each Incremental Term Loan Lender shall
         become a Lender hereunder with respect to the Incremental Term Loan.
         Amounts of the Incremental Term Loan repaid may not be reborrowed.

                  (v) Each of the Borrower, Lenders and Agent acknowledges and
         agrees that an Incremental Term Loan or Incremental Revolving Loan (and
         related amendments and documents described in clause (iv) above)
         meeting the conditions set forth in this Section 1.1(g) shall not
         require the consent of any Lender other than those Lenders, if any,
         which have agreed to participate in the Incremental Term Loan or the
         Incremental Revolving Loan, as applicable."

                           (c) Amendment to Section 1.2(a). Section 1.2(a) of
the Credit Agreement is hereby amended by (i) replacing each occurrence of the
term "2.00%" with the term "3.25%" and (ii) replacing each occurrence of the
term "3.50%" with the term "4.25%" therein.

                           (d) Amendment to Section 1.3(a). Section 1.3(a) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


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                  "Fee Letter. Borrower shall pay to GE Capital, individually,
         the Fees specified in that certain fee letter dated as of June 27, 2006
         among Borrower and GE Capital, as supplemented by that certain
         Supplemental Fee Letter dated as of the Amendment No. 3 Closing Date
         and as supplemented by that certain Supplemental Fee Letter dated as of
         the Amendment No. 5 Closing Date (collectively, the "GE Capital Fee
         Letter"), at the times specified for payment therein."


                           (e) Amendment to Section 1.5(d). Section 1.5(d) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "Prepayments from Issuance of Securities; Segregated Account.
         Immediately upon the receipt by Holdings, Borrower or any of its
         Subsidiaries of the proceeds of the issuance of Stock, Borrower shall
         prepay the Loans in an amount equal to fifty percent (50%) of such
         proceeds, net of underwriting discounts and commissions and other
         reasonable out-of-pocket costs associated therewith. The payments shall
         be applied in accordance with Section 1.5(e). Notwithstanding the
         foregoing, the following proceeds of stock issuance shall be excluded
         from any mandatory prepayment: (i) proceeds of issuances of Stock by
         Holdings or Borrower on or prior to the Closing Date, (ii) proceeds of
         issuances of Stock of Holdings (and options and warrants for the
         issuance of Stock of Holdings) to employees and directors of Holdings,
         Borrower or Beverly and proceeds from the exercise of options and
         warrants by employees and directors and (iii) proceeds of issuances of
         Stock by any Subsidiary of Borrower to Borrower which constitutes an
         Investment permitted hereunder. On the one hundred twentieth day
         following (i) the Amendment No. 5 Closing Date, the Borrower shall
         prepay the Loans, in accordance with Section 1.5(e), in an amount equal
         to 100% of the remaining funds in the Segregated Account which were
         deposited in the Segregated Account on the Amendment No. 5 Closing Date
         and have not been used to pay the purchase price of the Strategic
         Initiatives and (ii) the date on which any additional funds are
         deposited into the Segregated Account, the Borrower shall prepay the
         Loans, in accordance with Section 1.5(e), in an amount equal to 100% of
         the remaining funds in the Segregated Account which were deposited on
         such date and have not been used to pay the purchase price of the
         Strategic Initiatives."

                           (f) Amendment to Section 3.25. Section 3.25 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         "3.25 Segregated Account. As of the Amendment No. 5 Closing Date,
         Borrower has deposited into deposit account number 112813519 at City
         National Bank $17,271,000 ("Segregated Account") which (i) funds (along
         with any additional funds deposited into the Segregated Account within
         forty-five (45) days of the Amendment No. 5 Closing Date) will be used
         solely to (A) pay for Strategic Initiatives approved in writing by the
         Agent or (B) repay Loans hereunder as required by Section 1.5(d) and
         (ii) will be subject to a Control Agreement. The Agent shall have sole
         dominion and control of the Segregated Account and shall


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        withdraw funds therefrom (i) upon the written request of the Borrower,
        to pay for Strategic Initiatives approved in writing by the Agent or
        (ii) to repay Loans as required by Section 1.5(d) (and the Borrower
        hereby acknowledges that the Agent may, without notice to the Borrower,
        withdraw funds from the Segregated Account for the purposes set forth in
        this sentence)."

                           (g) Amendment to Section 5.1(f). Section 5.1(f) of
the Credit Agreement is hereby amended by replacing the amount "$20,000,000"
which appears therein with "$25,000,000". (h) Amendment to Section 5.6(v).
Section 5.6(v) of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

                  "(v) the sum of all amounts payable in connection with any
        Permitted Acquisition (including the purchase price, all transaction
        costs and all Indebtedness, liabilities and Contingent Obligations
        incurred or assumed in connection therewith or otherwise reflected on a
        consolidated balance sheet of Borrower and Target) shall not exceed
        $20,000,000 and the sum of such amounts payable in connection with all
        Permitted Acquisitions shall not exceed $100,000,000, and the portion
        thereof allocable to goodwill and intangible assets for all such
        Permitted Acquisitions during the term hereof shall not exceed
        $60,000,000."

                           (i) Amendment to Section 6.1(a). Section 6.1(a) of
         the Credit Agreement is hereby amended and restated to read in its
         entirety as follows:

                  "Capital Expenditure Limits. Holdings and its Subsidiaries on
        a consolidated basis shall not make Capital Expenditures during the
        following periods that exceed the aggregate amounts set forth opposite
        each of such periods (the "Capex Limit"):

                 Period                                     Maximum Capital
                                                        Expenditures per Period

                 Fiscal Year 2007                             $42,000,000

                 Fiscal Year 2008 and                         $50,000,000
                 each Fiscal Year thereafter


                  provided, however, that the Capex Limit referenced above will
        be increased in any period by an amount equal to 50% of the difference
        obtained by taking the Capex Limit for the immediately prior period
        (excluding any Capex Carry Over Amounts) minus the actual amount of any
        Capital Expenditures expended during such prior period (the "Capex Carry
        Over Amount"), and for purposes of measuring compliance herewith, the
        Capex Carry Over Amount shall be deemed to be the last amount spent on
        Capital Expenditures in that succeeding period; provided further that
        (i) the Capex Limit for Fiscal Year 2008 shall be reduced by the
        positive difference, if any, between (A) the actual amount of


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         Capital Expenditures expended during Fiscal Year 2007 minus (B) the
         Capex Limit for Fiscal Year 2007 and (ii) that the Capex Carry Over
         Amount for any Fiscal Year shall not exceed $10,000,000."

                           (j) Amendment to Section 6.1(c). Section 6.1(c) of
         the Credit Agreement is hereby amended and restated to read in its
         entirety as follows:

                  "Minimum Fixed Charge Coverage Ratio. Holdings and its
         Subsidiaries shall have on a consolidated basis at the end of each
         Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for the
         12-Fiscal Month period then ended of not less than the following:

                  1.20 for the Fiscal Quarters ending December 31, 2006 and
                       March 31, 2007;
                  1.15 for the Fiscal Quarter ending June 30, 2007;
                  1.10 for each Fiscal Quarter ending after June 30, 2007
                       but on or prior to December 31, 2011; and
                  1.20 for each Fiscal Quarter ending thereafter."

                           (k) Amendment to Section 6.1(e). Section 6.1(e) of
         the Credit Agreement is hereby amended and restated to read in its
         entirety as follows:

                  "Maximum Leverage Ratio. Holdings and its Subsidiaries on a
         consolidated basis shall have, at the end of each Fiscal Quarter set
         forth below, a Leverage Ratio as of the last day of such Fiscal Quarter
         and for the 12-Fiscal Month period then ended, of not more than the
         following:

                  4.35     for the Fiscal Quarters ending December 31, 2006,
                           2006 and March 31, 2007;

                  4.70     for the Fiscal Quarter ending June 30, 2007; 4.80 for
                           the Fiscal Quarter ending September 30, 2007;

                  5.00     for the Fiscal Quarters ending December 31, 2007,
                           March 31, 2008, June 30, 2008 and September 30, 2008;

                  4.75     for the Fiscal Quarters ending December 31, 2008 and
                           March 31, 2009;

                  4.50     for the Fiscal Quarter ending June 30, 2009 and
                           September 30, 2009;

                  4.25     for the Fiscal Quarters ending December 31, 2009,
                           March 31, 2010 and June 30, 2010;

                  4.00     for the Fiscal Quarters ending September 30, 2010 and
                           December 31, 2010;

                  3.25     for the Fiscal Quarters ending March 31, 2011, June
                           30, 2011, September 30, 2011 and December 31, 2011;
                           and

                  3.00     for the Fiscal Quarter ending March 31, 2012 and for
                           each Fiscal Quarter ending thereafter."


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                           (l) Amendment to Section 6.1(f). Section 6.1(f) of
         the Credit Agreement is hereby amended and restated to read in its
         entirety as follows:

                  "Maximum Senior Leverage Ratio. Holdings and its Subsidiaries
         on a consolidated basis shall have, at the end of each Fiscal Quarter
         set forth below, a Senior Leverage Ratio as of the last day of such
         Fiscal Quarter and for the 12-Fiscal Month period then ended, of not
         more than the following:

                  2.85     for the Fiscal Quarter ending December 31, 2006;

                  2.85     for the Fiscal Quarter ending March 31, 2007;

                  2.95     for the Fiscal Quarter ending June 30, 2007;

                  3.00     for the Fiscal Quarter ending September 30, 2007;
                           3.15 for the Fiscal Quarters ending December 31,
                           2007, March 31, 2008, June 30, 2008, September 30,
                           2008 and December 31, 2008;

                  3.00     for the Fiscal Quarters ending March 31, 2009, June
                           30, 2009, September 30, 2009 and December 31, 2009;

                  2.75     for the Fiscal Quarters ending March 31, 2010, June
                           30, 2010, September 30, 2010 and December 31, 2010;
                           and

                  2.50     for the Fiscal Quarter ending March 31, 2011 and for
                           each Fiscal Quarter ending thereafter."

                           (m) Amendment to Section 6.2(a)(i). Section 6.2(a)(i)
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:

                  "As soon as available and in any event within forty-five (45)
         days (or if Holdings files an extension with the Securities & Exchange
         Commission, fifty (50) days; provided, that Borrower has given Agent a
         written explanation forty- five (45) days after the end of the
         applicable Fiscal Quarter of Holdings, in form and substance reasonably
         acceptable to Agent, regarding the need for such extension) after the
         end of each Fiscal Quarter (excluding the last Fiscal Quarter of
         Holdings' Fiscal Year), Borrower will deliver (1) the consolidated and
         consolidating balance sheets of Holdings and its Subsidiaries, as at
         the end of such quarter, and the related consolidated and consolidating
         statements of income, stockholders' equity and cash flow for such
         Fiscal Quarter and for the period from the beginning of the then
         current Fiscal Year of Holdings to the end of such Fiscal Quarter, (2)
         a report setting forth in comparative form the corresponding figures
         for the corresponding periods of the previous Fiscal Year and the
         corresponding figures from the most recent Projections for the current
         Fiscal Year delivered pursuant to Section 6.2(h) and (3) a schedule of
         the outstanding Indebtedness for borrowed money of Holdings and its
         Subsidiaries describing in reasonable detail


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         each such debt issue or loan outstanding and the principal amount and
         amount of accrued and unpaid interest with respect to each such debt
         issue or loan."

                           (n) Amendment to Section 6.2(d). Section 6.2(d) of
the Credit Agreement is hereby amended by replacing the term "Fiscal Quarter"
with the term "Fiscal Month" therein.

                           (o) Amendment to Section 8.2(m). Section 8.2(m) of
the Credit Agreement is hereby amended by adding "AND (E) AUTHORIZES AND
INSTRUCTS THE AGENT ON ITS BEHALF TO ENTER INTO THE FIRST AMENDMENT TO
INTERCREDITOR AGREEMENT AS FIRST LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF
OF SUCH LENDER" after clause (D) in the first sentence thereof.

                           (p) Amendment to Section 9.2(b). Section 9.2(b) of
the Credit Agreement is hereby amended by inserting the following sentence after
the third sentence therein: "No amendment, modification, termination or waiver
of or consent with respect to any provision of any Loan Document appropriate (as
reasonably determined by the Agent) to evidence or implement an Incremental
Revolving Loan or Incremental Term Loan, shall be effective unless the same
shall be in writing and signed by Agent, Borrower, and any Incremental Revolving
Loan Lender or Incremental Term Loan Lender, as applicable; provided, however,
that any amendment to Section 1.1(g) shall require the written consent of the
Required Lenders."

                           (q) Amendments to Annex A. Annex A of the Credit
Agreement is hereby amended by inserting the following defined terms in their
appropriate alphabetical order:

                                    (1) "Amendment No. 5 Closing Date" means
                                    February 22, 2008."

                                    (2) "Delaware Imaging" means Delaware
                                    Imaging Partners, Inc., a Delaware
                                    corporation.

                                    (3) "First Amendment to Intercreditor
                                    Agreement" means that certain First
                                    Amendment to Intercreditor Agreement, dated
                                    February 22, 2008, among the Agent, the
                                    Second Lien Agent and the Credit Parties.

                                    (4) "Increase Effective Date" has the
                                    meaning ascribed to it in Section 1.1(g).

                                    (5) "Incremental Revolving Loan" has the
                                    meaning ascribed to it in Section 1.1(g).

                                    (6) "Incremental Revolving Loan Lender" has
                                    the meaning ascribed to it in Section
                                    1.1(g).

                                    (7) "Incremental Term Loan" has the meaning
                                    ascribed to it in Section 1.1(g).



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                                    (8) "Incremental Term Loan Lender" has the
                                    meaning ascribed to it in Section 1.1(g).

                                    (9) "New Imaging Center" means, as of any
                                    date of determination, any new imaging
                                    center which has been open for business for
                                    less than (12) months.


                                    (10) "New Imaging Center EBITDA" means with
                                    respect to any New Imaging Center for any
                                    period (a "Measurement Period"), the product
                                    of (I) the "center level profit or loss" of
                                    such New Imaging Center determined in
                                    accordance with GAAP for the period (the
                                    "Annualization Period") from and including
                                    the date such New Imaging Center opened
                                    through and including the last day of the
                                    Measurement Period multiplied by (II) a
                                    number obtained by dividing 365 by the
                                    number of days in the Annualization Period.

                           (r) Amendments to Annex A.

                                    (1) Annex A of the Credit Agreement is
                                    hereby amended by amending and restating the
                                    following definitions to each read in its
                                    entirety as follows:

                  "Lenders means GE Capital, the other Lenders named on the
         signature pages of the Agreement, and, if any such Lender shall decide
         to assign all or any portion of the Obligations, such term shall
         include any assignee of such Lender, and any other financial
         institution that becomes a party hereto by execution of a joinder
         agreement in connection with any Incremental Term Loans or Incremental
         Revolving Loans and any assignee of such Lender."

                  "Revolving Loan Commitment means (a) as to any Lender, the
         commitment of such Lender to make its Pro Rata Share of Revolving
         Credit Advances or incur its Pro Rata Share of Letter of Credit
         Obligations (including, in the case of the Swing Line Lender, its
         commitment to make Swing Line Advances as a portion of its Revolving
         Loan Commitment) as set forth on Annex B (as supplemented by
         Supplemental Annex B to the Agreement) or in the most recent Assignment
         Agreement, if any, executed by such Lender and, if applicable, the
         commitment of such Lender to make Incremental Revolving Loans, which
         commitment is in the amount set forth in the applicable joinder
         agreement, or in the most recent Assignment Agreement, if any, executed
         by such Lender and (b) as to all Lenders, the aggregate commitment of
         all Lenders to make the Revolving Credit Advances (including, in the
         case of the Swing Line Lender, Swing Line Advances) or incur Letter of
         Credit Obligations, which aggregate commitment shall be FIFTY-FIVE
         MILLION DOLLARS ($55,000,000) on the Amendment No. 3 Closing Date, as
         such amount may be adjusted, if at all, from time to time in accordance
         with the Agreement."



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                  "Term Loan B Commitment means (a) as to any Lender, the
         commitment of such Lender to make its Pro Rata Share of the Term Loan B
         (as set forth on Annex B (as supplemented by Supplemental Annex B)) in
         the maximum aggregate amount set forth in Section 1.1(a) or in the most
         recent Assignment Agreement, if any, executed by such Lender and the
         commitment of such Lender to make Incremental Term Loans, which
         commitment is in the amount set forth in the applicable joinder
         agreement, or in the most recent Assignment Agreement, if any, executed
         by such Lender and (b) as to all Lenders, the aggregate commitment of
         all Lenders to make the Term Loan B. The Term Loan B Commitment with
         respect to each Term Loan B shall reduce automatically by the amount
         prepaid or repaid in respect of such Term Loan B (but solely by the
         amount of such prepayment or repayment allocable to a Lender, for
         purposes of clause (a) of this definition)."

                                    (2) Annex A of the Credit Agreement is
                                    hereby amended by replacing the phrase
                                    "Telerate Page 3750" with the phrase
                                    "Reuters Screen LIBOR01 Page" in the
                                    definition of "LIBOR Rate" therein.


                           (s) Amendment to Annex F. Annex F is hereby replaced
with the revised Annex F attached as Annex F to this Amendment. (t) Schedules.
Each of Schedules 3.1(a), 3.1(b), 3.10, 3.11, 3.12, 3.14, 3.16, 3.17, 3.18,
3.19, 5. 1, and 5.2, to the Credit Agreement is hereby replaced with the
applicable Schedule attached hereto.

                           (u) Schedule II to Exhibit 6.2(d) is hereby amended
and restated to read in its entirety as set forth on Schedule II to Exhibit
6.2(d) attached hereto.

                           (v) Omnibus Amendment to Credit Agreement. Each
reference in the Credit Agreement to "Credit Party", "Credit Parties", and/or
"Guarantors" as applicable, shall be deemed to include a reference to Delaware
Imaging.

                  2. Limited Waiver. The Agent and the Lenders hereby waive any
breach or violation of the Credit Agreement (and any resulting Event of Default)
to the extent arising solely from the failure of Holdings and its Subsidiaries
to comply with the limitation on the maximum amount of Capital Expenditures
permitted for the Fiscal Year ending 2007 set forth in Section 6.1 of the Credit
Agreement so long as such Capital Expenditures did not exceed $49,000,000
("Specified Default").

The waiver set forth above shall be limited precisely as written and shall not
be deemed or otherwise construed to constitute a waiver of any other Default or
other Event of Default or any other provision of the Credit Agreement or any
other Loan Document or to prejudice any right, power or remedy which any Agent
or any Lender may now have or may have in the future under or in connection with
the Credit Agreement or any other Loan Document (after giving effect to this
Agreement), all of which rights, powers and remedies are hereby expressly
reserved by the Agents and Lenders.


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         3. Representations and Warranties of Credit Parties. The Credit Parties
represent and warrant that:

                  (a) the execution, delivery and performance by each Credit
         Party of this Amendment have been duly authorized by all necessary
         corporate action required on its part and this Amendment is a legal,
         valid and binding obligation of such Credit Party enforceable against
         such Credit Party in accordance with its terms except as the
         enforcement thereof may be subject to (i) the effect of any applicable
         bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally and (ii) general principles of
         equity (regardless of whether enforcement is sought in a proceeding in
         equity or at law); and

                  (b) after giving effect to this Amendment, each of the
         representations and warranties contained in the Credit Agreement is
         true and correct in all material respects on and as of the date hereof
         as if made on the date hereof, except to the extent that such
         representations and warranties expressly relate to an earlier date and
         no Default or Event of Default shall have occurred and is continuing.

         4. Conditions To Effectiveness. This Amendment shall be effective upon
satisfaction of the following conditions precedent:

                  (a) This Amendment shall have been executed and delivered by
                  the Agent, Requisite Lenders, Supermajority Revolving Lenders
                  and the Credit Parties;

                  (b) The execution and delivery of the Amendment No. 5 to
                  Second Lien Credit Agreement, in form, substance and manner
                  satisfactory to the Agent;

                  (c) Agent shall have received each of the agreements,
                  documents, certificates, opinions or other instruments listed
                  on the closing checklist attached hereto as Exhibit A, each
                  duly executed by the parties thereto (as applicable) and each
                  in form and substance satisfactory to Agent; and

                  (d) The Agent shall have received, on behalf of each Lender
                  who has executed this Amendment, a nonrefundable amendment fee
                  equal to 0.50% of such Lender's Commitment, which fee shall be
                  fully earned and payable on the date hereof.

         5. Reference To And Effect Upon The Credit Agreement.

                  (a) The Credit Agreement and the other Loan Documents shall
         remain in full force and effect, as amended hereby, and are hereby
         ratified and confirmed.

                  (b) The execution, delivery and effectiveness of this
         Amendment shall not operate as a waiver of any right, power or remedy
         of Agent or any Lender under the Credit Agreement or any Loan Document,
         nor constitute a waiver or amendment of any provision of the Credit
         Agreement or any Loan Document, except as specifically set forth
         herein.

                                       11










  





  











  









        Upon the effectiveness of this Amendment, each reference in the Credit
        Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or
        words of similar import shall mean and be a reference to the Credit
        Agreement as amended hereby.

         6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.

         8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.


         9. Reaffirmation of Guaranties. The Credit Parties signatory hereto
hereby reaffirm their Guaranties of the Obligations and reaffirm that the
Obligations are and continue to be secured by the security interest granted by
the Credit Parties in favor of the Agent, on behalf of itself and the Lenders,
under the Security Agreement and the Pledge Agreement and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Credit Parties under such documents and
agreements entered into with respect to the obligations under the Credit
Agreement are incorporated herein by reference and are hereby ratified and
affirmed in all respects by the Credit Parties. Each Credit Party acknowledges
that all references to "Credit Agreement" and "Obligations" in the Loan
Documents shall take into account the provisions of this Amendment and be a
reference to the "Credit Agreement" and the "Obligations" as amended hereby.

                                      * * *




                                       12




  






  












 


 


 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above. 















	 	
 



RADNET MANAGEMENT, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



RADNET, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



BEVERLY RADIOLOGY MEDICAL GROUP III




 



By: ProNet Imaging Medical Group, Inc., its general partner




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



By: Beverly Radiology Medical Group, Inc., its general partner




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



PRONET IMAGING MEDICAL GROUP, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President
















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement 






 












  












  
























  








	 	
 



BEVERLY RADIOLOGY MEDICAL GROUP, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



RADNET SUB, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



SOCAL MR SITE MANAGEMENT, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



RADNET MANAGEMENT I, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



RADNET MANAGEMENT II, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 























Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  






 






 



  



 



	 	
RADNET MANAGED IMAGING SERVICES, INC.


 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



 


DIAGNOSTIC IMAGING SERVICES, INC.




 



By: /s/ Howard G. Berger                                               





Name: Howard G. Berger, M.D.





Title: Chief Financial Officer















RADIOLOGIX, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



ADVANCED IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



IDE IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.



Title: President




 







 


 






Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  



	 	

MID ROCKLAND IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



PACIFIC IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



QUESTAR IMAGING, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



TREASURE COAST IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



COMMUNITY IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               


Name: Howard G. Berger, M.D.




Title: President





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  









 




	 	
RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.


 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



VALLEY IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               


Name: Howard G. Berger, M.D.




Title: President


 



QUESTAR DULUTH, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



QUESTAR LOS ALAMITOS, INC.




 



By: /s/ Howard G. Berger                                               





Name: Howard G. Berger, M.D.




Title: President


 



QUESTAR VICTORVILLE, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President







 





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  




 



 



	 	
ROCKY MOUNTAIN OPENSCAN MRI, LLC


 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



FRI, INC.




 



By: /s/ Howard G. Berger                                               


Name: Howard G. Berger, M.D.




Title: President


 



FRI II, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



ROLLING OAKS IMAGING CORPORATION




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



ROLLING OAKS RADIOLOGY, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President


 



DELAWARE IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                               




Name: Howard G. Berger, M.D.


Title: President







 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  



















	 	

GENERAL ELECTRIC CAPITAL





CORPORATION





as Agent and a Lender









 



By:  /s/ Andrew D. Moore   




Duly Authorized Signatory

















 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  


















 



	 	
Cratos CLO I LTD.


By: Cratos CDO Management, LLC



As Attorney-in-fact




 



By: Cratos Capital Partners, LLC





Its Manager




 



By: /s/ Jill E. Snyder 




Name: Jill E. Snyder


Title: Senior Vice President


 







Cratos CLO II LTD.


By: Cratos CDO Management, LLC


As Attorney-in-fact







By: Cratos Capital Partners, LLC


Its Manager







 By: /s/ Jill E. Snyder                                                                


Name: Jill E. Snyder


Title: Senior Vice President







 
















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement 






 












  












  
























  


















	 	
ACA CLO 2006-2, Limited, as a Lender


 


By:  /s/Vincent Ingato


Name: Vincent Ingato


Title: Managing Director












 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  








 


 




 


 


 



	 	ACA CLO 2007-1, Limited, as a Lender

 


By: /s/Vincent Ingato


Name: Vincent Ingato


Title: Managing Director







 


 


 


 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  








 


 


















 



	 	
Greyrock CDO Limited


 


 


By Aladdin Capital Management LLC, as Manager


 


By: /s/Thomas E. Bancroft                    


Name: Thomas E. Bancroft


Title: Designated Signatory





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  



  

 










	 	Landmark II CDO Limited

By Aladdin Capital Management, LLC, as Manager


 


By:   /s/ Thomas E. Bancroft


Name: Thomas E. Bancroft


Title: Designated Signatory





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement 






 












  












  
























  








	 	Landmark IX CDO Limited


By Aladdin Capital Management, LLC, as Manager




 


By:   /s/ Thomas E. Bancroft                                                                


Name: Thomas E. Bancroft


Title: Designated Signatory




































Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  














	 	
 Landmark VI CDO Limited


By Aladdin Capital Management, LLC, as Manager


 


By: /s/ Thomas E. Bancroft                                                                


Name: Thomas E. Bancroft


Title: Designated Signatory































Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  














	 	
Landmark VII CDO Limited


By Aladdin Capital Management, LLC, as Manager


 


By: /s/ Thomas E. Bancroft


Name: Thomas E. Bancroft


Title: Designated Signatory





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  













	 	
BLACK DIAMOND CLO 2006-1 (CAYMAN


)Ltd.


By: Black Diamond CLO 2006-1 Advisor, LLC.,


As its Collateral Manager


 


By:  /s/ Stephen H. Deckoff


Name: Stephen H. Deckoff


Title: Managing Principal




















 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  






  







 



	 	
BLACK DIAMOND CLO 2005-2 Ltd.


By: Black Diamond CLO 2005-2 Advisor, LLC.,


As its Collateral Manager


 


By: /s/ Stephen H. Deckoff


Name: Stephen H. Deckoff


Title: Managing Principal







 
















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  












 



	 	
DIAMOND SPRINGS TRADING LLC, as a Lender







By: /s/Tara E. Kennedy


Name: Tara E. Kennedy


Title: Assistance Vice President







 
















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  






















 



	 	
Brencourt BD, LLC., as Lender







 


By: /s/Michael Palmer


Name: Michael Palmer


Title: CFO







 


 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  


















 



	 	Man Mac Schreckhorn 14B Ltd., as Lender






 


By:  /s/Michael Palmer


Name: Michael Palmer


Title: CFO







 


 




 











Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  







 




 


 



	 	
CIFC Funding 2006-I, Ltd


CIFC Funding 2006-IB, Ltd.


CIFC Funding 2006-II, Ltd.


CIFC Funding 2007-I, Ltd.


CIFC Funding 2007-II, Ltd.,


as Lender


 


By:  /s/Sean O. Dougherty


Name: Sean O. Dougherty


Title: General Counsel







 


 




 

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  













 


 



	 	

PREMIER FUNDING, LTD., as a Lender




 


 



By: Citigroup Global Markets Realty Corp., 


   as Collateral Administrator




 


By:  /s/ Authorized Signatory                                                      


Title: Authorized Signatory







 


 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




  





  











  












  










	 	
ColumbusNova CLO Ltd. 2006-II


as Lender







By:  /s/ Paul. L. Cal


Name: Paul L. Cal


Title: Associate Director


 


ColumbusNova CLO Ltd. 2007-I


as Lender







By:  /s/ Paul. L. Cal


Name: Paul L. Cal


Title: Associate Director


 


ColumbusNova CLO IV Ltd. 2007-II


as Lender







By: /s/ Paul. L. Cal  


Name: Paul L. Cal


Title: Associate Director


























Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  













	 	
NAVIGATOR CDO 2005, LTD., as a Lender







By: GE Asset Management Inc., as Collateral Manager







By: /s/John Campos                                                      


Name: John Campos


Title: Authorized Signatory


 












NAVIGATOR CDO 2006, LTD., as a Lender







By: GE Asset Management Inc., as Collateral  Manager







By:  /s/John Campos                                                      


Name: John Campos


Title: Authorized Signatory





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  













	 	
SANDELMAN FINANCE 2006-2, LTD.,


as a Lender







By: Sandelman Partners, LP


       as Collateral Manager







By:  /s/ Authorized signatory  


Title: Authorized signatory












SANDELMAN FINANCE 2006-1, LTD.,


as a Lender







By: Sandelman Partners, LP


       as Collateral Manager







By:  /s/ Authorized signatory


Title: Authorized signatory





















Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 












  












  
























  








  




	 	
ROYAL BANK OF CANADA, as a Lender







By:  /s/ Gordon MacArthur


Name: Gordon MacArthur


Title: Authorized Signatory







 



 




 








Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






  






  












  












  












  
















 



	 	
Pangaea CLO 2007-1 LTD, as a Lender







By:   /s/Michael P. King


Name: Michael P. King


Title: Senior Managing Director







 



 





 





 









Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 
























































 
















	 	
Grand Central Asset Trust, BDC, Series, as aLender







By:  /s/Brian Schott


Name: Brian Schott


Title: Attorney-in-fact








 





 





 





 









Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 
























































 















 



	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CLO IV, LTD, or an affiliate







By: /s/ John P. Thacker                                                                


Name: John P. Thacker


Title: Chief Credit Officer







 


 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




 





 











 









 





 











	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CLO V, LTD, or an affiliate







By: /s/ John P. Thacker                                                                


Name: John P. Thacker


Title: Chief Credit Officer







 



 





 









Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 


























































 



	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CLO VI, LTD, or an affiliate







By:  /s/ John P. Thacker


Name: John P. Thacker


Title: Chief Credit Officer







 



 





 





 





 









Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 
























































 









 



	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CLO VII, LTD, or an affiliate







By: /s/ John P. Thacker      


Name: John P. Thacker


Title: Chief Credit Officer







 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




 





 











 









 





 










 



	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CREDIT OPPORTUNITY


FUND FINANCING, LTD., or an affiliate







By:  /s/ John P. Thacker


Name: John P. Thacker


Title: Chief Credit Officer







 



 





 









Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement






 
































































 



	 	
Denali Capital LLC, managing member of DC


Funding Partners LLC, portfolio manager for


DENALI CAPITAL CLO VIII, LTD, or an affiliate







By:  /s/ John P. Thacker


Name: John P. Thacker


Title: Chief Credit Officer







 


 


 


 


 



Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement




 





 











 




 


 



 


 



	 	
SENIOR DEBT PORTFOLIO, as a Lender







By: Boston Management and Research as


Investment Advisor







By:  /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President


	 	 
	 	 
	 	

EATON VANCE SENIOR INCOME TRUST, as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 


 



	 	
EATON VANCE INSTITUTIONAL SENIOR


LOAN FUND, as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By:   /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President


	 	 
	 	 
	 	

EATON VANCE CDO VII PLC, as a Lender


By: Eaton Vance Management as Investment Advisor







By:   /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President


	 	 
	 	 
	 	

EATON VANCE CDO VIII Ltd., as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President


	 	 
	 	 
	 	

EATON VANCE CDO X PLC, as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President









 


 


Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement


  


  




  













 



	  	
GRAYSON & CO., as a Lender


 


By: Boston Management and Research as Investment Advisor


 


By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 








	  	
EATON VANCE, as a Lender


LIMITED DURATION INCOME FUND


 


By: Eaton Vance Management as Investment Advisor


 


By:   /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President












 



	  	
EATON VANCE SENIOR FLOATING-RATE TRUST, as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By:   /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President












 



	  	
EATON VANCE FLOATING-RATE INCOME TRUST, as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By:  /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 


 



	  	
EATON VANCE VARIABLE LEVERAGE FUND Ltd., as a Lender


 


By: Eaton Vance Management as Investment Advisor


 


By:   /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President












Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement


 




 




 







 



	  	
 MC Funding Ltd., as a Lender


 


By: Monroe Capital Management, LLC


 As Collateral Manager


 


By:   /s/James M. Cassady


Name: James M. Cassady


Title: Vice President


















	  	
ORIX FINANCE CORP., as a Lender


 


By: /s/ Christopher L. Smith


Name: Christopher L. Smith


Title: Authorized Representative







 








	  	
Satellite Senior Income Fund II, LLC, as a Lender


 


By: Satellite Asset Management, LP. Its Investment Manager


 


By:  /s/Matt Des Champs


Name: Matt Des Champs


Title: CFO & Principal







 


 



	  	
TELOS CLO 2006-1, LTD


TELOS CLO 2007-2, LTD


 


By: Tricadia Loan Management, LLC, as Lenders


 


By:   /s/ Jonathan Tepper


Name: Jonathan Tepper


Title: Principal












 



	  	
COLTS 2005-2, LTD.,  as a Lender


by: Structured Asset Investors, LLC


as Collateral Manager


 


By:   /s/ Thomas DeMint


Name: Thomas DeMint


Title: Vice President


 


 


COLTS 2007-1, LTD.,  as a Lender


by: Structured Asset Investors, LLC as Collateral Manager


 


By: /s/ Thomas De Mint


Name: Thomas DeMint


Title: Vice President







 


 


Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement


 


 




 




 


 



	  	
Grand Central Asset Trust, DES Series, as a Lender


 


By: /s/Richard Newcomb


Name: Richard Newcomb


Title: Attorney-in-fact







 


 



	  	
STATION PLACE I, LTD. as a Lender


 


By: CYRUS CAPITAL PARTNERS, L.P., as Collateral Manager


 


 By: /s/ Authorized Signatory


Title: Authorized Signatory












 



	  	
Clear Lake CLO, Ltd. , as a Lender


 


By:   /s/ Jeremy Johnson


Name: Jeremy Johnson


Title: Assistant Vice President












 



	  	
Diamond Lake CLO, Ltd. , as a Lender


 


By:  /s/ Jeremy Johnson


Name: Jeremy Johnson


Title: Assistant Vice President







 


 



	  	
St. James River CLO, Ltd. , as a Lender


 


By: /s/ Jeremy Johnson


Name: Jeremy Johnson


Title: Assistant Vice President












 



	  	
Summit Lake CLO, Ltd. , as a Lender


 


By: /s/ Jeremy Johnson


Name: Jeremy Johnson


Title: Assistant Vice President







 


 



	  	
Victoria Falls CLO, Ltd. , as a Lender


 


By: /s/ Jeremy Johnson


Name: Jeremy Johnson


Title: Assistant Vice President







 


 


Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement








 


  




 





 











 







       AMENDMENT NO. 5 AND LIMITED WAIVER TO SECOND LIEN CREDIT AGREEMENT


                  This AMENDMENT NO. 5 AND LIMITED WAIVER TO SECOND LIEN CREDIT
AGREEMENT (this "AMENDMENT"), dated as of February 22, 2008, by and among RADNET
MANAGEMENT, INC., a California corporation (the "BORROWER"), the other persons
designated as Credit Parties on the signature pages hereof, GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, as agent ("AGENT") and the Persons
signatory thereto from time to time as Lenders. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (each as hereinafter defined).


                                    RECITALS
                                    --------

         WHEREAS, the Borrower, the Credit Parties, Agent and Lenders have
entered into that certain Second Lien Credit Agreement dated as of November 15,
2006 (as amended by that certain (i) Limited Waiver and Amendment No. 1 to
Second Lien Credit Agreement dated as of April 5, 2007, (ii) Amendment No. 2 to
Second Lien Credit Agreement dated as of May 30, 2007, (iii) Amendment No. 3 to
Second Lien Credit Agreement dated as of August 23, 2007 and (iv) Amendment No.
4 to Second Lien Credit Agreement dated as of December 3, 2007, and as further
amended, supplemented, restated or otherwise modified from time to time, the
"CREDIT AGREEMENT"); and

         WHEREAS, the Borrowers, Agent and Supermajority Lenders have agreed to
the amendments and limited waiver as set forth herein;

         NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

              1. AMENDMENTS TO CREDIT AGREEMENT.

                      (a) AMENDMENT TO SECTION 1.1. SECTION 1.1 of the Credit
Agreement is hereby amended and restated to (i) be renumbered as SECTION 1.1(a)
and (ii) read in its entirety as follows:

                  "(a) TERM LOAN C. Subject to the terms and conditions of this
         Agreement and in reliance upon the representations and warranties of
         Borrower and the other Credit Parties contained herein, the Term
         Lenders made a term loan to the Borrower on the Closing Date, in the
         aggregate principal amount of $135,000,000. Subject to the terms and
         conditions of this Agreement and in reliance upon the representations
         and warranties of Borrower and the other Credit Parties contained
         herein, each Term Lender agrees, severally and not jointly, to lend to







 





 











 








         Borrower in one draw, on the Amendment No. 5 Closing Date an amount
         such that, after giving effect to such loan, the amount of each Term
         Loan C (as defined below) held by each Term Lender shall be as set
         forth opposite such Lender's name in ANNEX B. Amounts borrowed under
         this Section 1.1 are collectively referred to as the "INITIAL TERM LOAN
         C" and together with any Incremental Term Loan (as defined below), the
         "TERM LOAN C". The outstanding principal balance of the Term Loan C
         shall be due and payable in full on the Term Loan C Maturity Date.
         Amounts borrowed under this SECTION 1.1(a) and repaid may not be
         reborrowed.

                  At the request of the applicable Lender, such Lender's Term
         Loan C shall be evidenced by promissory notes substantially in the form
         of EXHIBIT 1.1(a) (as amended, modified, extended, substituted or
         replaced from time to time, each a "TERM NOTE C" and, collectively, the
         "TERM NOTES C"), and, except as provided in SECTION 1.7, Borrower shall
         execute and deliver each Term Note C to the applicable Lender. Each
         Term Note C shall represent the obligation of Borrower to pay the
         amount of the applicable Lender's Term Loan C Commitment, together with
         interest thereon."

                      (b) AMENDMENT TO SECTION 1.1. SECTION 1.1 of the Credit
Agreement is hereby amended by inserting the following new clause (b):

                  "(b) INCREMENTAL TERM LOANS.

                  (i) Borrower may make up to five requests for an incremental
         term loan (the "INCREMENTAL TERM LOAN"), each such request being for at
         least $5,000,000, and in an aggregate amount not to exceed $25,000,000
         for all such requests pursuant to delivery of a written request from
         the Borrower to the Agent; PROVIDED, HOWEVER that (i) no Incremental
         Term Loan shall be permitted to be made later than forty-five (45) days
         after the Amendment No. 5 Closing Date and (ii) Borrower will deposit
         into the Segregated Account the first $14,100,000 of Incremental Term
         Loans borrowed pursuant to this Section 1.1(b)(i) which amounts will be
         used in accordance with Section 3.25 hereof. Each such notice shall
         specify the date (an "INCREASE EFFECTIVE DATE") on which the Borrower
         proposes that the increased or new Term Loan C Commitments shall be
         effective, which date shall be a date not less than ten (10) Business
         Days after such request is delivered to the Agent. The increased or new
         Term Loan C Commitments shall become effective on the applicable
         Increase Effective Date as long as each of the following conditions
         have been met:

                                    (A) no Default or Event of Default has
         occurred or is continuing or would result after giving effect to such
         Incremental Term Loan;

                                    (B) the maturity date of any Incremental
         Term Loan, the weighted average life of any Incremental Term Loan, the
         effective yield to the Lenders under such Incremental Term Loan
         (including interest, fees received ratably by such Lenders and original


                                       2







 





 











 







         issue discount) shall be the same as the Initial Term Loan C, as
         applicable, at the time such Incremental Term Loan is funded;

                                    (C) the Borrower has provided evidence
         reasonably satisfactory to the Agent that the Borrower would have been
         in compliance with the financial covenants set forth in SECTION 6
         assuming that the Incremental Term Loan had been incurred on the last
         day of the then most recently completed Fiscal Quarter; and

                                    (D) the Agent shall have received amendments
         to this Agreement and the Loan Documents, joinder agreements for any
         new Lenders, and all other promissory notes, agreements, documents and
         instruments reasonably satisfactory to the Agent in its reasonable
         discretion evidencing and setting forth the conditions of the
         Incremental Term Loan.

                  (ii) Each Lender which (a) holds a Term Loan C on the date the
         Borrower delivers a written request to the Agent for a Incremental Term
         Loan and (b) notifies the Agent in writing within five (5) days of
         receipt of written notice from the Agent that Borrower has requested an
         Incremental Term Loan shall have the right to fund its pro rata share
         of the Incremental Term Loan based upon its share of the Term Loan C
         Commitment as of the date the Agent originally received the applicable
         notice from the Borrower. Notwithstanding anything contained herein or
         otherwise to the contrary, no Lender shall have any obligation to fund
         all or any portion of, or participate in, the Incremental Term Loan.
         Amounts of the Incremental Term Loan which are repaid may not be
         reborrowed.

                  (iii) On any Increase Effective Date on which Incremental Term
         Loans are effected, subject to the satisfaction of the foregoing terms
         and conditions, (A) each Lender with an Incremental Term Loan (each, an
         "INCREMENTAL TERM LOAN LENDER") shall make a Loan to the Borrower in an
         amount equal to the amount of the Incremental Term Loan such Lender has
         committed to fund and (B) each Incremental Term Loan Lender shall
         become a Lender hereunder with respect to the Incremental Term Loan.
         Amounts of the Incremental Term Loan repaid may not be reborrowed.

                  (iv) Each of the Borrower, Lenders and Agent acknowledges and
         agrees that an Incremental Term Loan (and related amendments and
         documents described in clause (iii) above) meeting the conditions set
         forth in this SECTION 1.1(b) shall not require the consent of any
         Lender other than those Lenders, if any, which have agreed to
         participate in the Incremental Term Loan."

                                       3







 





 











 







                      (c) AMENDMENT TO SECTION 1.2(a). SECTION 1.2(a) of the
Credit Agreement is hereby amended by (i) replacing the term "6.00%" with the
term "8.00%" and (ii) replacing the term "7.50%" with the term "9.00%" therein.

                      (d) AMENDMENT TO SECTION 1.3(a). SECTION 1.3(a) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "FEE LETTER. Borrower shall pay to GE Capital, individually,
         the Fees specified in that certain fee letter dated as of June 27, 2006
         among Borrower and GE Capital, as supplemented by that certain
         Supplemental Fee Letter dated as of the Amendment No. 5 Closing Date
         (collectively, the "GE CAPITAL FEE LETTER"), at the times specified for
         payment therein."

                      (e) AMENDMENT TO SECTION 1.3(f). SECTION 1.3(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "PREPAYMENT FEE. If the Borrower prepays (for any reason
         (including any mandatory prepayment or acceleration)) all or any
         portion of the Term Loan C on or prior to the third anniversary of the
         Amendment No. 5 Closing Date, Borrower shall pay to Agent, for the
         ratable benefit of Lenders, as liquidated damages and compensation for
         the costs of being prepared to make funds available hereunder, an
         amount equal to the product of (i) the Applicable Percentage multiplied
         by (ii) the aggregate principal amount of the Term Loan C being prepaid
         (the "PREPAYMENT FEE"). As used herein, the term "Applicable
         Percentage" shall mean (x) three percent (3.0%), in the case of a
         prepayment on or prior to the first anniversary of the Amendment No. 5
         Closing Date, (y) two percent (2.0%), in the case of a prepayment after
         the first anniversary of the Amendment No. 5 Closing Date but on or
         prior to the second anniversary thereof and (z) one percent (1.0%), in
         the case of a prepayment after the second anniversary of the Amendment
         No. 5 Closing Date but on or prior to the third anniversary thereof.
         The Credit Parties agree that the Prepayment Fee is a reasonable
         calculation of Lenders' lost profits in view of the difficulties and
         impracticality of determining actual damages resulting from prepayment
         of the Term Loan C."

                      (f) AMENDMENT TO SECTION 1.5(d). SECTION 1.5(d) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "PREPAYMENTS FROM ISSUANCE OF SECURITIES; SEGREGATED ACCOUNT.
         Except to the extent applied as a prepayment of the First Lien Loan
         Obligations, immediately upon the receipt by Holdings, Borrower or any
         of its Subsidiaries of the proceeds of the issuance of Stock, Borrower
         shall prepay the Term Loan C in an amount equal to fifty percent (50%)
         of such proceeds, net of underwriting discounts and commissions and
         other reasonable out-of-pocket costs associated therewith. The payments
         shall be applied in accordance with SECTION 1.5(e). Notwithstanding the


                                       4







 





 











 







         foregoing, the following proceeds of stock issuance shall be excluded
         from any mandatory prepayment: (i) proceeds of issuances of Stock by
         Holdings or Borrower on or prior to the Closing Date, (ii) proceeds of
         issuances of Stock of Holdings (and options and warrants for the
         issuance of Stock of Holdings) to employees and directors of Holdings,
         Borrower or Beverly and proceeds from the exercise of options and
         warrants by employees and directors and (iii) proceeds of issuances of
         Stock by any Subsidiary of Borrower to Borrower which constitutes an
         Investment permitted hereunder. Except to the extent applied as a
         prepayment of the First Lien Loan Obligations, (i) on the one hundred
         twentieth day following the Amendment No. 5 Closing Date, the Borrower
         shall prepay the Term Loan C, in accordance with SECTION 1.5(e), in an
         amount equal to 100% of the remaining funds in the Segregated Account
         which were deposited in the Segregated Account on the Amendment No. 5
         Closing Date and have not been used to pay the purchase price of the
         Strategic Initiatives and (ii) on the one hundred twentieth day
         following the date on which any additional funds are deposited into the
         Segregated Account, the Borrower shall prepay the Term Loan C, in
         accordance with SECTION 1.5(e), in an amount equal to 100% of the
         remaining funds in the Segregated Account which were deposited on such
         date and have not been used to pay the purchase price of the Strategic
         Initiatives."

                      (g) AMENDMENT TO SECTION 3.7(b). SECTION 3.7(b) of the
Credit Agreement is hereby amended by amending and restating the first sentence
thereof to read in its entirety as follows:

                  "Borrower shall utilize the proceeds of the Term Loan C solely
         for Strategic Initiatives approved in writing by the Agent, to repay
         the Revolving Loan (as defined in the First Lien Credit Agreement), and
         for the financing of Borrower's ordinary working capital and general
         corporate needs."

                      (h) AMENDMENT TO SECTION 3. SECTION 3 of the Credit
Agreement is hereby amended by inserting the following new SECTION 3.25 at the
end thereof:

         "3.25 SEGREGATED ACCOUNT. As of the Amendment No. 5 Closing Date,
         Borrower has deposited into deposit account number 112813519 at City
         National Bank $17,271,000 ("Segregated Account") which (i) funds (along
         with any additional funds deposited into the Segregated Account within
         forty-five (45) days of the Amendment No. 5 Closing Date) will be used
         solely to (A) pay for Strategic Initiatives approved in writing by the
         Agent or (B) repay Loans hereunder as required by Section 1.5(d) and
         (ii) will be subject to a Control Agreement. The Agent shall have sole
         dominion and control of the Segregated Account and shall withdraw funds
         therefrom (i) upon the written request of the Borrower, to pay for
         Strategic Initiatives approved in writing by the Agent or (ii) to repay
         Loans as required by SECTION 1.5(d) (and the Borrower hereby
         acknowledges that the Agent may, without notice to the Borrower,
         withdraw funds from the Segregated Account for the purposes set forth
         in this sentence)."


                                       5







 





 











 








                      (i) AMENDMENT TO SECTION 5.1(f). SECTION 5.1(f) of the
Credit Agreement is hereby amended by replacing the amount "$20,000,000" which
appears therein with "$25,000,000".

                      (j) AMENDMENT TO SECTION 5.6(v). SECTION 5.6(v) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "(v) the sum of all amounts payable in connection with any
         Permitted Acquisition (including the purchase price, all transaction
         costs and all Indebtedness, liabilities and Contingent Obligations
         incurred or assumed in connection therewith or otherwise reflected on a
         consolidated balance sheet of Borrower and Target) shall not exceed
         $20,000,000 and the sum of such amounts payable in connection with all
         Permitted Acquisitions shall not exceed $100,000,000, and the portion
         thereof allocable to goodwill and intangible assets for all such
         Permitted Acquisitions during the term hereof shall not exceed
         $60,000,000."

                      (k) AMENDMENT TO SECTION 6.1(a). SECTION 6.1(a) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "CAPITAL EXPENDITURE LIMITS. Holdings and its Subsidiaries on
         a consolidated basis shall not make Capital Expenditures during the
         following periods that exceed the aggregate amounts set forth opposite
         each of such periods (the "CAPEX LIMIT"):

                  PERIOD                         MAXIMUM CAPITAL EXPENDITURES
                  ------                         ----------------------------
                                                 PER PERIOD
                                                 ----------
                  Fiscal Year 2007                           $44,000,000
                  Fiscal Year 2008 and each                  $52,000,000
                  Fiscal Year thereafter

                  PROVIDED, HOWEVER, that the Capex Limit referenced above will
         be increased in any period by an amount equal to 50% of the difference
         obtained by taking the Capex Limit for the immediately prior period
         (excluding any Capex Carry Over Amounts) MINUS the actual amount of any
         Capital Expenditures expended during such prior period (the "CAPEX
         CARRY OVER AMOUNT"), and for purposes of measuring compliance herewith,
         the Capex Carry Over Amount shall be deemed to be the last amount spent
         on Capital Expenditures in that succeeding period; PROVIDED FURTHER
         that (i) the Capex Limit for Fiscal Year 2008 shall be reduced by the
         positive difference, if any, between (A) the actual amount of Capital
         Expenditures expended during Fiscal Year 2007 minus (B) the Capex Limit
         for Fiscal Year 2007 and (ii) that the Capex Carry Over Amount for any
         Fiscal Year shall not exceed $10,000,000."


                                       6







 





 











 







                      (l) AMENDMENT TO SECTION 6.1(c). SECTION 6.1(c) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "MINIMUM FIXED CHARGE COVERAGE RATIO. Holdings and its
         Subsidiaries shall have on a consolidated basis at the end of each
         Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for the
         12-Fiscal Month period then ended of not less than the following.

                 1.10     for the Fiscal Quarters ending December 31, 2006,
                          2006 and March 31, 2007;
                 1.05     for the Fiscal Quarter ending June 30, 2007;
                 1.00     for each Fiscal Quarter ending after June 30, 2007
                          but on or prior to December 31, 2011; and
                 1.10     for each Fiscal Quarter ending thereafter."


                      (m) AMENDMENT TO SECTION 6.1(e). SECTION 6.1(e) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "MAXIMUM LEVERAGE RATIO. Holdings and its Subsidiaries on a
                  consolidated basis shall have, at the end of each Fiscal
                  Quarter set forth below, a Leverage Ratio as of the last day
                  of such Fiscal Quarter and for the 12-Fiscal Month period then
                  ended, of not more than the following:


                 4.60    for the Fiscal Quarters ending December 31,
                         2006 and March 31, 2007;
                 4.95    for the Fiscal Quarter ending June 30, 2007;
                 5.05    for the Fiscal Quarter ending September 30,
                         2007;
                 5.25    for the Fiscal Quarters ending December 31, 2007,
                         March 31, 2008, June 30, 2008 and September 30, 2008;
                 5.00    for the Fiscal Quarters ending December 31, 2008 and
                         March 31, 2009;
                 4.75    for the Fiscal Quarter ending June 30, 2009 and
                         September 30, 2009;
                 4.50    for the Fiscal Quarters ending December 31, 2009, March
                         31, 2010 and June 30, 2010;
                 4.25    for the Fiscal Quarters ending September 30, 2010 and
                         December 31, 2010;
                 3.50    for the Fiscal Quarters ending March 31, 2011, June
                         30, 2011, September 30, 2011 and December 31, 2011;
                 3.25    for the Fiscal Quarters ending March 31, 2012, June
                         30, 2012, September 30, 2012 and December 31, 2012;
                         and
                 3.00    for the Fiscal Quarter ending March 31, 2013 and for
                         each Fiscal Quarter ending thereafter."


                                       7







 





 











 








                      (n) AMENDMENT TO SECTION 6.1(f). SECTION 6.1(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "MAXIMUM SENIOR LEVERAGE RATIO. Holdings and its Subsidiaries
                  on a consolidated basis shall have, at the end of each Fiscal
                  Quarter set forth below, a Senior Leverage Ratio as of the
                  last day of such Fiscal Quarter and for the 12-Fiscal Month
                  period then ended, of not more than the following:

                 3.05    for the Fiscal Quarter ending December 31, 2006;
                 3.10    for the Fiscal Quarter ending March 31,
                         2007;
                 3.20    for the Fiscal Quarter ending June 30, 2007;
                 3.25    for the Fiscal Quarter ending September 30, 2007;
                 3.40    for the Fiscal Quarters ending December 31, 2007, March
                         31, 2008, June 30, 2008, September 30, 2008 and
                         December 31, 2008;
                 3.25    for the Fiscal Quarters ending March 31, 2009, June 30,
                         2009, September 30, 2009 and December 31, 2009;
                 3.00    for the Fiscal Quarters ending March 31, 2010, June 30,
                         2010, September 30, 2010 and December 31, 2010;
                 2.75    for the Fiscal Quarter ending March 31, 2011 and for
                         each Fiscal Quarter ending thereafter."


                      (o) AMENDMENT TO SECTION 6.2(a)(i). SECTION 6.2(a)(i) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                      (p) "As soon as available and in any event within
forty-five (45) days (or if Holdings files an extension with the Securities &
Exchange Commission, fifty (50) days; PROVIDED, that Borrower has given Agent a
written explanation forty-five (45) days after the end of the applicable Fiscal
Quarter of Holdings, in form and substance reasonably acceptable to Agent,
regarding the need for such extension) after the end of each Fiscal Quarter
(excluding the last Fiscal Quarter of Holdings' Fiscal Year), Borrower will
deliver (1) the consolidated and consolidating balance sheets of Holdings and
its Subsidiaries, as at the end of such quarter, and the related consolidated
and consolidating statements of income, stockholders' equity and cash flow for
such Fiscal Quarter and for the period from the beginning of the then current
Fiscal Year of Holdings to the end of such Fiscal Quarter, (2) a report setting
forth in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year and the corresponding figures from the most
recent Projections for the current Fiscal Year delivered pursuant to SECTION
6.2(h) and (3) a schedule of the outstanding Indebtedness for borrowed money of
Holdings and its Subsidiaries describing in reasonable detail each such debt
issue or loan outstanding and the principal amount and amount of accrued and
unpaid interest with respect to each such debt issue or loan."


                                       8






 






 





 











 







                      (q) AMENDMENT TO SECTION 8.2(m). SECTION 8.2(m) of the
Credit Agreement is hereby amended by adding "AND (E) AUTHORIZES AND INSTRUCTS
THE AGENT ON ITS BEHALF TO ENTER INTO THE FIRST AMENDMENT TO INTERCREDITOR
AGREEMENT AS SECOND LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF OF SUCH
LENDER" after clause (D) in the first sentence thereof.

                      (r) AMENDMENT TO SECTION 9.2(b). SECTION 9.2(b) of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof: "No amendment, modification, termination or waiver of or consent
with respect to any provision of any Loan Document appropriate (as reasonably
determined by the Agent) to evidence or implement an Incremental Term Loan,
shall be effective unless the same shall be in writing and signed by Agent,
Borrower, and Incremental Term Loan Lender, as applicable; PROVIDED, HOWEVER,
that any amendment to SECTION 1.1(b) shall require the written consent of the
Required Lenders."

                      (s) AMENDMENTS TO ANNEX A. ANNEX A of the Credit Agreement
is hereby amended by inserting the following defined terms in their appropriate
alphabetical order:

                            (1) "AMENDMENT NO. 5 CLOSING DATE means February 22,
                            2008."

                            (2) "DELAWARE IMAGING" means Delaware Imaging
                            Partners, Inc., a Delaware corporation.

                            (3) "FIRST AMENDMENT TO INTERCREDITOR AGREEMENT"
                            means that certain First Amendment to Intercreditor
                            Agreement, dated February 22, 2008, among the Agent,
                            the First Lien Agent and the Credit Parties.

                            (4) "INCREASE EFFECTIVE DATE" has the meaning
                            ascribed to it in SECTION 1.1(b).

                            (5) "INCREMENTAL TERM LOAN" has the meaning ascribed
                            to it in SECTION 1.1(B).

                            (6) "INCREMENTAL TERM LOAN LENDER" has the meaning
                            ascribed to it in SECTION 1.1(b).

                            (7) "SEGREGATED ACCOUNT has the meaning ascribed to
                            it in SECTION 3.25."


                                       9







 





 











 







                            (8) "STRATEGIC INITIATIVES means any acquisitions,
                            investments, or other initiatives taken by Borrower
                            and approved in advance in writing by the Agent."

                            (9) "NEW IMAGING CENTER" means, as of any date of
                            determination, any new imaging center which has been
                            open for business for less than (12) months.

                            (10) "NEW IMAGING CENTER EBITDA" means with respect
                            to any New Imaging Center for any period (a
                            "Measurement Period"), the product of (I) the
                            "center level profit or loss" of such New Imaging
                            Center determined in accordance with GAAP for the
                            period (the "Annualization Period") from and
                            including the date such New Imaging Center opened
                            through and including the last day of the
                            Measurement Period MULTIPLIED BY (II) a number
                            obtained by DIVIDING 365 by the number of days in
                            the Annualization Period.

                      (t) AMENDMENTS TO ANNEX A.

                            (1) ANNEX A of the Credit Agreement is hereby
                            amended by amending and restating the following
                            definitions to each read in its entirety as follows:

                   "LENDERS means GE Capital, the other Lenders named on the
         signature pages of the Agreement, and, if any such Lender shall decide
         to assign all or any portion of the Obligations, such term shall
         include any assignee of such Lender, and any other financial
         institution that becomes a party hereto by execution of a joinder
         agreement (in connection with any Incremental Term Loans or otherwise)
         and any assignee of such Lender."

                  "TERM LOAN C COMMITMENT means (a) as to any Lender, the
         commitment of such Lender to make its Pro Rata Share of the Term Loan C
         (as set forth on ANNEX B (as supplemented by SUPPLEMENTAL ANNEX B to
         the Agreement)) in the maximum aggregate amount set forth in SECTION
         1.1(a) or in the most recent Assignment Agreement, if any, executed by
         such Lender and the commitment of such Lender to make Incremental Term
         Loans, which commitment is in the amount set forth in the applicable
         joinder agreement, or in the most recent Assignment Agreement, if any,
         executed by such Lender and (b) as to all Lenders, the aggregate
         commitment of all Lenders to make the Term Loan C. The Term Loan C
         Commitment with respect to each Term Loan C shall reduce automatically
         by the amount prepaid or repaid in respect of such Term Loan C (but
         solely by the amount of such prepayment or repayment allocable to a
         Lender, for purposes of clause (a) of this definition)."


                                       10







 





 











 







                            (2) ANNEX A of the Credit Agreement is hereby
                            amended by replacing the phrase "Telerate Page 3750"
                            with the phrase "Reuters Screen LIBOR01 Page" in the
                            definition of "LIBOR Rate" therein.

                      (u) AMENDMENT TO ANNEX B. ANNEX B of the Credit Agreement
is hereby supplemented with the SUPPLEMENTAL ANNEX B attached as ANNEX B to this
Amendment.

                      (v) AMENDMENT TO ANNEX F. ANNEX F is hereby replaced with
the revised ANNEX F attached as ANNEX F to this Amendment.

                      (w) SCHEDULES. Each of SCHEDULES 3.1(a), 3.1(b), 3.10,
3.11, 3.12, 3.14, 3.16, 3.17, 3.18, 3.19, 5.1, and 5.2, to the Credit Agreement
is hereby replaced with the applicable SCHEDULE attached hereto.

                      (x) EXHIBIT 6.2(d) is hereby amended and restated to read
in its entirety as set forth on EXHIBIT 6.2(d) attached hereto.

                      (y) OMNIBUS AMENDMENT TO CREDIT AGREEMENT. Each reference
in the Credit Agreement to "Credit Party", "Credit Parties", and/or "Guarantors"
as applicable, shall be deemed to include a reference to Delaware Imaging.

                  2. LIMITED WAIVER. The Agent and the Lenders hereby waive any
breach or violation of the Credit Agreement (and any resulting Event of Default)
to the extent arising solely from the failure of Holdings and its Subsidiaries
to comply with the limitation on the maximum amount of Capital Expenditures
permitted for the Fiscal Year ending 2007 set forth in SECTION 6.1 of the Credit
Agreement so long as such Capital Expenditures did not exceed $49,000,000
("SPECIFIED DEFAULT").

The waiver set forth above shall be limited precisely as written and shall not
be deemed or otherwise construed to constitute a waiver of any other Default or
other Event of Default or any other provision of the Credit Agreement or any
other Loan Document or to prejudice any right, power or remedy which any Agent
or any Lender may now have or may have in the future under or in connection with
the Credit Agreement or any other Loan Document (after giving effect to this
Agreement), all of which rights, powers and remedies are hereby expressly
reserved by the Agents and Lenders.

                  3. REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. The
Credit Parties represent and warrant that:

                      (a) the execution, delivery and performance by each Credit
         Party of this Amendment have been duly authorized by all necessary
         corporate action required on its part and this Amendment is a legal,
         valid and binding obligation of such Credit Party enforceable against
         such Credit Party in accordance with its terms except as the
         enforcement thereof may be subject to (i) the effect of any applicable
         bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally and (ii) general principles of
         equity (regardless of whether enforcement is sought in a proceeding in
         equity or at law); and


                                       11







 





 











 







                      (b) after giving effect to this Amendment, each of the
         representations and warranties contained in the Credit Agreement is
         true and correct in all material respects on and as of the date hereof
         as if made on the date hereof, except to the extent that such
         representations and warranties expressly relate to an earlier date and
         no Default or Event of Default shall have occurred and is continuing.

                  4. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective upon satisfaction of the following conditions precedent:

                     (a) This Amendment shall have been executed and delivered
                     by the Agent, Supermajority Lenders and the Credit Parties;

                     (b) The execution and delivery of the Amendment No. 5 to
                     Credit Agreement, in form, substance and manner
                     satisfactory to the Agent;

                     (c) Agent shall have received each of the agreements,
                     documents, certificates, opinions or other instruments
                     listed on the closing checklist attached hereto as EXHIBIT
                     A, each duly executed by the parties thereto (as
                     applicable) and each in form and substance satisfactory to
                     Agent; and

                     (d) The Agent shall have received, on behalf of each Lender
                     who has executed this Amendment, a nonrefundable amendment
                     fee equal to 0.50% of such Lender's Commitment, which fee
                     shall be fully earned and payable on the date hereof.

                  5. COVENANTS OF LENDERS LISTED ON SUPPLEMENTAL ANNEX B. Each
Lender funding a Term Loan C on the Amendment No. 5 Closing Date which was not a
Lender prior to the Amendment No. 5 Closing Date:

                      (a) appoints and authorizes the Agent to take such action
         as agent on its behalf and to exercise such powers under the Loan
         Documents as are delegated to the Agent by the terms thereof, together
         with such powers as are reasonably incidental thereto; and

                      (b) agrees that as of the Amendment No. 5 Closing Date it
         shall be a party to the Credit Agreement and it shall perform in
         accordance with their terms all obligations that, by the terms of the
         Loan Documents, are required to be performed by it as a Lender.

                  6. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.


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                      (a) The Credit Agreement and the other Loan Documents
         shall remain in full force and effect, as amended hereby, and are
         hereby ratified and confirmed.

                      (b) The execution, delivery and effectiveness of this
         Amendment shall not operate as a waiver of any right, power or remedy
         of Agent or any Lender under the Credit Agreement or any Loan Document,
         nor constitute a waiver or amendment of any provision of the Credit
         Agreement or any Loan Document, except as specifically set forth
         herein. Upon the effectiveness of this Amendment, each reference in the
         Credit Agreement to "this Credit Agreement," "hereunder," "hereof,"
         "herein" or words of similar import shall mean and be a reference to
         the Credit Agreement as amended hereby.

                  7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

                  9. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

                  10. REAFFIRMATION OF GUARANTIES. The Credit Parties signatory
hereto hereby reaffirm their Guaranties of the Obligations and reaffirm that the
Obligations are and continue to be secured by the security interest granted by
the Credit Parties in favor of the Agent, on behalf of itself and the Lenders,
under the Security Agreement and the Pledge Agreement and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Credit Parties under such documents and
agreements entered into with respect to the obligations under the Credit
Agreement are incorporated herein by reference and are hereby ratified and
affirmed in all respects by the Credit Parties. Each Credit Party acknowledges
that all references to "Credit Agreement" and "Obligations" in the Loan
Documents shall take into account the provisions of this Amendment and be a
reference to the "Credit Agreement" and the "Obligations" as amended hereby.

                                      * * *


                                       13








 





 











 






 




 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.


 


 



	 	

RADNET MANAGEMENT, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 


RADNET, INC.


 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



BEVERLY RADIOLOGY MEDICAL GROUP III




 



By: ProNet Imaging Medical Group, Inc., its general partner




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



By: Beverly Radiology Medical Group, Inc., its general partner




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



PRONET IMAGING MEDICAL GROUP, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President







 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 


 



	 	

BEVERLY RADIOLOGY MEDICAL GROUP, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



RADNET SUB, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



SO CAL MR SITE MANAGEMENT, INC.




 




By: /s/ Howard G. Berger                                              







Name: Howard G. Berger, M.D.




Title: President


 



RADNET MANAGEMENT I, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



RADNET MANAGEMENT II, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President







 


 



 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  








 



	 	

RADNET MANAGED IMAGING SERVICES, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



DIAGNOSTIC IMAGING SERVICES, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.





Title: Chief Financial Officer















RADIOLOGIX, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



ADVANCED IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



IDE IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President







 


 








 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	

MID ROCKLAND IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



PACIFIC IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



QUESTAR IMAGING, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



TREASURE COAST IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



COMMUNITY IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President







 


 



 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	
RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.


 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



VALLEY IMAGING PARTNERS, INC.




 



By: /s/ Howard G. Berger                                              




Name: Howard G. Berger, M.D.


Title: President


 



 QUESTAR DULUTH, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



QUESTAR LOS ALAMITOS, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President


 



 QUESTAR VICTORVILLE, INC.




 



By: /s/ Howard G. Berger                                              





Name: Howard G. Berger, M.D.




Title: President







 







 







 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	

ROCY MOUNTAIN OPENSCAN MRI, LLC




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



FRI, INC.




 




By: /s/ Howard G. Berger                                              







Name: Howard G. Berger, M.D.




Title: President


 



FRI II, INC.




 




By: /s/ Howard G. Berger                                              







Name: Howard G. Berger, M.D.




Title: President


 



ROLLING OAKS IMAGING CORPORATION




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



ROLLING OAKS RADIOLOGY, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 



DELAWARE IMAGING PARTNERS, INC.




 




By: /s/ Howard G. Berger                                              






Name: Howard G. Berger, M.D.


Title: President


 







 


 




 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  








 


 







 



	 	

GENERAL ELECTRIC CAPITAL





CORPORATION





 as Agent and a Lender









 



By: /s/ Andrew D. Moore 




Duly Authorized Signatory







 



 




 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
Brencourt BD, LLC., as Lender







 


By: /s/Michael Palmer


Name: Michael Palmer


Title: CFO







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 







 



	 	
Man Mac Schreckhorn 14B Ltd., as Lender







 


By:  /s/ Michael Palmer


Name: Michael Palmer


Title: CFO







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	
CIFC Funding 2006-I, Ltd


 as Lender







By: /s/Sean O. Dougherty


Name: Sean O. Dougherty


Title: General Counsel







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	

PREMIER FUNDING, LTD., as a Lender




 


 By: Citigroup Global Markets Realty Corp.,

as Collateral Administrator


 


 







By: /s/ authorized signatory


Name: Authorized Signatory







 


 


 


 


 


 


 


 


 


 


 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
EATON VANCE SENIOR INCOME TRUST, as a

Lender







By: Eaton Vance Management as Investment 

      Advisor







By:  /s/ Michael B. Botthof   


Name: Michael B. Botthof


Title: Vice President







 




 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
EATON VANCE CDO VII PLC, as a Lender







By: Eaton Vance Management as Investment

       Advisor







By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 






Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 



	 	
EATON VANCE CDO VIII Ltd., as a Lender







By: Eaton Vance Management as Investment 

      Advisor







By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 


 





















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
EATON VANCE CDO X PLC, as a Lender







By: Eaton Vance Management as Investment

       Advisor







By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 




 


 


 


 


 


 


 


 


 


 


 


 




 






Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
EATON VANCE FLOATING-RATE INCOME

TRUST, as a Lender







By: Eaton Vance Management as Investment

       Advisor







By: /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 




 


 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 






Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 



 



	 	
EATON VANCE CREDIT OPPORTUNITIES

FUND, as a Lender







By: Eaton Vance Management as Investment

       Advisor







By:  /s/ Michael B. Botthof


Name: Michael B. Botthof


Title: Vice President







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 






Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
Crystal Capital Fund, Ltd., as a Lender


As duly authorized:


Crystal Capital Fund Management, L.P.







By: Crystal Capital Fund GP, LLC, its General 

      Partner







By:  /s/Steven A. Migiliero


Name: Steven A. Migiliero


Title: Executive Managing Director







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
Crystal Capital Offshore Warehouse Ltd.


As duly authorized


Crystal Capital Fund Management, L.P., as

designated manager












By: Crystal Capital Fund GP, LLC, its General

       Partner, as a Lender







By:    /s/ Steven A. Migiliero  


Name: Steven A. Migiliero


Title: Executive Managing Director







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
KROLL CATALYST PARTNERS, LLC, as a 

 Lender












By: /s/ George N. Skegas


Name: George N. Skegas


Title: Managing Director







 









 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 






Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  


















 



	 	
TELOS CLO 2007-2, LTD, as a Lender












By: /s/ Jonathan Tepper  


Name: Jonathan Tepper


Title: Principal







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
S.A.C. Domestic Investments, as a Lender







By: S.A.C. Capital Advisors, LLC, its General 

      Partner







By:  /s/Peter Nussbaum


Name: Peter Nusbaum


Title: Authorized Signatory







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
S.A.C. Offshore Capital Funding, Ltd., as  Lender












By:   /s/ Derrie Boggess  


Name: Derrie Boggess


Title: Director







 




 


 


 


 


 


 


 


 


 


 


 


 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 



 



	 	
Grand Central Asset Trust, DES Series, as a Lender












By: /s/ Richard Newcomb   


Name: Richard Newcomb


Title: Attorney-in-fact







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 



 



	 	
Canadian Imperial Bank of Commerce, as a Lender












By:  /s/ John O’Dowd                          


Name: John O’Dowd


Title: Authorized Signatory







 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
TRS VENOR LLC







By:   Deutsche Bank AG Cayman Islands Branch,


         its sole Member







By: DB Services New Jersey, Inc.












By:   /s/Angeline Quintana


Name: Angeline Quintana


Title: Assistant Vice President












By:    /s/ Alice L. Wagner


Name: Alice L. Wagner


Title: Vice President







 




 


 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  














 



	 	
Stichting Pensioenfonds Hoogovens, as a Lender







By:           DDJ Capital Management, LLC, on behalf of

                 Stichting Pensioenfonds Hoogovens, in its

                 capacity as Manager












By:  /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By:   /s/Anthony M. Ranaldi                    


Name: Anthony M. Ranaldi


Title: Authorized Signatory












Stichting Bewaarder Interpolis Pensioenen

Global High Yield Pool, as a Lender







By:           Syntrus Achmea Asset Management, as asset

                 manager







By: DDJ Capital Management, LLC, as subadvisor












By:  /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By:   /s/Anthony M. Ranaldi        


Name: Anthony M. Ranaldi


Title: Authorized Signatory







 




 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  













 



 



	 	
GMAM Investment Funds Trust II, for the


account of the Promark Alternative High YieldB


ond Fund, as a Lender







By:           DDJ Capital Management, LLC, on behalf of


GMAM Investment Funds Trust II, for the


account of the Promark Alternative High


Yield Bond Fund, in its capacity as 


investment manager












By:  /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By: /s/Anthony M. Ranaldi   


Name: Anthony M. Ranaldi


Title: Authorized Signatory












GMAM Investment Funds Trust, as a Lender







By:           DDJ Capital Management, LLC, on behalf of


                 GMAM Investment Funds Trust, in its


                 capacity as investment manager







By:   /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By:  /s/Anthony M. Ranaldi     


Name: Anthony M. Ranaldi


Title: Authorized Signatory







 













Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  



















 



	 	
DDJ/Ontario OS Investment Sub I, Ltd (f/k/a 


DDJ/Ontario OS Investment Sub 2006 Ltd., as a


 Lender







By:    DDJ Capital Management, LLC, in its


          capacity as investment manager












By:  /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By:  /s/Anthony M. Ranaldi     


Name: Anthony M. Ranaldi


Title: Authorized Signatory












DDJ Total Return Loan Fund, L.P., as a Lender







By:           GP Total Return, LP, its General Partner


                 GP Total Return, LLC, its General Partner


                 DDJ Capital Management, LLC, Manager







By:   /s/ David L. Goolgasian, Jr. 


Name: David L. Goolgasian, Jr.


Title: Authorized Signatory












By:  /s/Anthony M. Ranaldi                  


Name: Anthony M. Ranaldi


Title: Authorized Signatory







 




 
















Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement




  





  











  










 

 


ANNEX F


 


COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE


 


RADNET MANAGEMENT, INC.


 


Dated as of: [Insert Date of Most Recent Financial Statements]


 


This Certificate is given by Radnet Management, Inc. (“Borrower”) pursuant to Section 6.2(o) of that certain Credit Agreement dated as of ____________, ______ among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.


 


The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:


 


(a)           the financial statements delivered with this Certificate in accordance with Section 6.2(a) and/or 4.7(a) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Holdings and its Subsidiaries as of the dates of such financial statements;


 


(b)           I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties during the accounting period covered by such financial statements;


 


(c)           such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth on Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is taking and proposes to take with respect thereto;


 


(d)           except as set forth on Schedule 1 hereto, Borrower is in compliance with the covenants contained in Sections 5.1, 5.3, 5.4, 5.5, 5.6(v), 5.7 and 5.8 and Section 6 of the Credit Agreement, as demonstrated on Schedule 1 hereto [NOTE TO BORROWER: THE PORTION OF SCHEDULE 1 PERTAINING TO FINANCIAL COVENANTS IS ONLY REQUIRED TO BE COMPLETED AS OF THE END OF EACH FISCAL QUARTER];


 


(e)           Excess Cash Flow, as demonstrated by the calculation on Schedule 2 hereto, for the Fiscal Year ending ______________ equals $______________ . [NOTE TO BORROWER: THIS CLAUSE IS ONLY REQUIRED TO BE COMPLETED IN CONNECTION WITH THE DELIVERY OF AUDITED FINANCIAL STATEMENTS PURSUANT TO SECTION 6.2(B) OF THE CREDIT AGREEMENT];


 




 


  





-1-











  








 
 


(f)           except as set forth on Schedule 3 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 6.2(o) of the Credit Agreement, no Credit Party has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any other Person; and


 


(g)           except as set forth on Schedule 4 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 6.2(o) of the Credit Agreement, there has been no event which would alter any of the disclosures set forth on Schedule 3.1(b) of the Credit Agreement.


 


IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its _______________ this _______ day of ________________.


 




	 	
RADNET MANAGEMENT, INC.

	 
	 	 	 	 
	
Date

	
By

	 	 
	 	Its	 	 
	 	 	 	 
	 	 	 	 







 


 




  





-2-











  








 

SCHEDULE 1 


Annex F


 




ALL AMOUNTS IN ANNEX F ARE WITHOUT DUPLICATION AND, UNLESS OTHERWISE INDICATED, ARE CALCULATED FOR HOLDINGS AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS


 


INDEBTEDNESS


 


(Section 5.1)


 




	Intercompany Indebtedness among Borrower and its Subsidiaries:	 	 	 
	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 
	 	 	 	 	 
	Indebtedness secured by purchase money Liens or incurred with respect to Capital Leases:	 	 	 	 
	 	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 
	 	 	 	 	 
	Unsecured subordinated Indebtedness:	 	 	 	 
	 	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 







 


 


 




  





-3-











  








 
 


INVESTMENTS


 


(Section 5.3)



 




	
Loans and advances to employees for moving, traveling and other similar expenses in the ordinary course of business:

	 	 	 
	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 
	 	 	 	 	 
	
Capital contributions to wholly-owned domestic Subsidiaries:

	 	 	 	 
	 	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 
	 	 	 	 	 







 


 


 


 






  





-4-











  








 
 


CONTINGENT OBLIGATIONS


 


(Section 5.4)


   
 




	

Contingent Obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations:



	 	 	 
	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 
	 	 	 	 	 
	

Other Contingent Obligations not otherwise permitted in Sections 5.4(a) through (h):



	 	 	 	 
	 	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 





 


 








  





-5-











  








 
 


RESTRICTED JUNIOR PAYMENTS


 


(Section 5.5)


 





	 	 	 	 
	
Actual (current Fiscal Year)

	 	$	 	 
	 	 	 	 	 
	
Current (current Fiscal Year) 

	 	$	 	 
	 	 	 	 	 
	
In Compliance

	 	
Yes/No

	 
	 	 	 	 
	
Actual (term of Credit Agreement)      

	 	$	 	 
	 	 	 	 	 
	
Permitted (term of Credit Agreement)  

	 	$	 	 
	 	 	 	 	 
	
In Compliance

	 	
Yes/No

	 
	 	 	 	 





 


 


 








  





-6-











  








 
 


PERMITTED ACQUISITIONS


 


(Section 5.6(v))


 



Describe any Permitted Acquisitions made during the period:


 



	 	


	
 

	



	   	


	
 

	



	 	


	
 

	



	 	


	
 

	



	Amounts payable in connection with any Permitted Acquisition (including the purchase price, all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower or Target)	
$

	

  

 






	 	 	 
	
In Compliance

	 	
Yes/No


	 	 	 	 
	
Aggregate sum of all amounts payable in connection with all Permitted Acquisitions

	
$

	
 


	 	 	 
	
Permitted amounts payable in connection with all Permitted Acquisitions

	
$

	 
	 	 	 
	
In Compliance

	 	
Yes/No







 






 




  





-7-











  






 


DISPOSAL OF ASSETS


 


(Section 5.7)


 




Describe any Asset Dispositions made during the period (list each transaction by market value of assets sold):





	 	


	
 

	



	   	


	
 

	



	 	


	
 

	



	 	


	
 

	



	
Permitted Asset Dispositions in a single transaction or series of related transactions (asset market value) 

	
$

	

  




	 	 	 
	
In Compliance

	 	
Yes/No


	 	 	 	 
	
Aggregate market value of Asset Dispositions in Fiscal Year 

	
$

	
 


	 	 	 
	

Permitted aggregate market value of Asset Dispositions in Fiscal Year



	
$

	
  


	 	 	 
	
In Compliance

	 	
Yes/No









 


 




  





-8-











  








 
 


TRANSACTIONS WITH AFFILIATES


 


(Section 5.8)


 



	

Directors fees paid in current Fiscal Year:



	 	 	 
	 	 	 	 
	 	
Actual in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
Permitted in the aggregate

	 	$	 	 
	 	 	 	 	 	 
	 	
In Compliance

	 	
Yes/No

	 





 


 


 


 




  





-9-











  








 
 


CAPITAL EXPENDITURE LIMIT


 


(Section 6.1(a))







 



	


Capital Expenditures are defined as follows:





	 	 	 
	 	 	 	 
	All expenditures (by the expenditure of cash or (without duplication) the incurrence of Indebtedness) during the measuring period for any fixed asset or improvements or for replacements, substitutions or additions thereto that have a useful life of more than one year and that are required to be capitalized under GAAP	 	$	 	 
	 	 	 	 	 	 
	
Plus: deposits made during the measuring period in connection with fixed assets; less deposits of a prior period included above

	 	$	 	 
	 	 	 	 	 	 
	
Less: Net Proceeds of Asset Dispositions which Borrower is permitted to reinvest under Section 1.5(c) of the Credit Agreement and are included in the expenditures above.

	 	 	 	 
	 	 	 	 	 	 
	
Capital Expenditures

	 	$	 	 
	 	 	 	 	 	 
	
Permitted Capital Expenditures

	 	$	 	 
	 	 	 	 	 	 
	In Compliance	 	
Yes/No

	 





 


 


 














  





-10-











  








 
 


MINIMUM FIXED CHARGE COVERAGE RATIO


 


(Section 6.1(c))


 



 



	EBITDA (calculated in Section 6.1(b) of this Annex)	 	$	 	 
	 	 	 	 	 	 
	

Less: any provision for income taxes (whether paid or payable in cash)



	 	 	 	 
	 	 	 	 	 	 
	
Capital Expenditures (calculated in Section 6.1(a) of this Annex), other than the portion thereof funded by third party financing

	 	 	 	 
	 	 	 	 	 
	
Operating Cash Flow

	 	$	 	 
	 	 	 	 	 
	Fixed Charge Coverage Ratio is defined as follows:	 	 	 	 
	 	 	 	 	 
	
Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized

	 	$	 	 
	 	 	 	 	 
	
Less: Amortization of capitalized fees and expenses incurred with respect to the Related Transactions included in interest expense above

	 	 	 	 
	 	 	 	 	 
	
Amortization of any original discount attributable to any Funded Debt or warrants included in interest expense above

	 	 	 	 
	 	 	 	 	 
	
Interest paid in kind and included in interest expense above

	 	 	 	 
	 	 	 	 	 
	
Imputed interest or other non-cash interest related to swap or other interest rate agreements

	 	 	 	 
	 	 	 	 	 
	Interest Expense*  	 	$	 	 
	 	 	 	 	 
	
Plus: Scheduled payments of principal with respect to all Indebtedness**

	 	 	 	 
	 	 	 	 	 
	Fixed Charges 	 	$	 	 
	 	 	 	 	 
	
Fixed Charge Coverage Ratio (Operating Cash Flow from above, divided by Fixed Charges)

	 	 	 	 







 


* During the period from the Closing Date through the Fiscal Quarter ended September 30, 2008, cash Interest Expense shall be calculated for the period commencing on the Closing Date and ending on the date most recently ended for which a Compliance Certificate is delivered to Agent divided by the number of days in such period and multiplied by 360 days. Thereafter, cash Interest Expense shall be calculated for the twelve (12) month period ending on the date most recently ended for which a Compliance Certificate is delivered to Agent.


 


** For calculations as of September 30, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarter ended September 30, 2007 multiplied by 4.0. For calculations as of December 31, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarters ended September 30, 2007 and December 31, 2007 multiplied by 2.0. For calculations of as March 31, 2008, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amounts of such payments for the fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 multiplied by 1.33 or one and one-third.




 


  





-11-











  








 
 


MAXIMUM LEVERAGE RATIO


 


(Section 6.1(e))


 



 



	



Leverage Ratio is defined as follows:







	 	 	 
	 	 	 	 
	
(1)      Funded Debt as of the date of determination, including Letter of Credit Obligations (other than the Revolving Loans)

	 	$	 	 
	 	 	 	 	 	 
	

(2)       Average Daily Balance of the Revolving Loans during the applicable measuring period



	 	 	 	 
	 	 	 	 	 	 
	
Adjusted Funded Debt ((1) plus (2))

	 	 	 	 
	 	 	 	 	 
	
Leverage Ratio (Adjusted Funded Debt divided by EBITDA*) 

	 	 	 	 
	 	 	 	 	 
	Required Leverage Ratio	 	 	 	 
	 	 	 	 	 	 
	In Compliance	 	
Yes/No

	 





 


 






  





-12-











  








 
 


MAXIMUM SENIOR LEVERAGE RATIO


 


(Section 6.1(f))



 



	



Senior Leverage Ratio is defined as follows:







	 	 	 
	 	 	 	 
	

(1)      Funded Debt as of the date of determination, including Letter of Credit Obligations (other than the Revolving Loans)



	 	$	 	 
	 	 	 	 	 	 
	


(2)       Average Daily Balance of the Revolving Loans during the applicable measuring period





	 	 	 	 
	 	 	 	 	 	 
	
Adjusted Funded Debt ((1) plus (2))

	 	 	 	 
	 	 	 	 	 
	

Less: Indebtedness outstanding under the Second Lien Credit Agreement as of the date of determination



	 	 	 	 
	 	 	 	 	 
	
Less: Other Subordinated Debt as of the date of determination 

	 	 	 	 
	 	 	 	 	 	 
	
Senior Debt

	 	 	 	 
	 	 	 	 	 	 
	
Senior Leverage Ratio (Senior Debt divided by EBITDA)

	 	 	 	 
	 	 	 	 	 
	
Required Senior Leverage Ratio

	 	 	 	 
	 	 	 	 	 
	In Compliance	 	
Yes/No

	 





 






  





-13-











  








 
 


CONDITIONS OR EVENTS WHICH CONSTITUTE A DEFAULT OR


 


EVENT OF DEFAULT


 


[If any condition or event exists that constitutes a Default or Event of Default, specify nature and period of existence and what action Borrower has taken, is taking or proposes to take with respect thereto; if no condition or event exists, state “None.”]




 


  





-14-











  








 

	 






 


SCHEDULE 2 


Annex F


 




EXCESS CASH FLOW


(Section 1.5)


 



(Section 6.1(f))



 



	




Excess Cash Flow is calculated for Holdings and its Subsidiaries, and is defined as follows:









	 	 	 
	 	 	 	 
	

EBITDA (calculated in Schedule II to Exhibit 6.2(d)) 



	 	$	 	 
	 	 	 	 	 	 
	Plus:    	decreases in Working Capital during the Fiscal Year* 	 	 	 	 
	 	
extraordinary gains which are cash items not included in the calculation of EBITDA

	 	 	 	 
	 	 	 	 	 	 
	Less: 	Capital Expenditures (calculated in Section 6.1(a) of this Annex) (excluding the financed portion thereof and excluding any Capital Expenditures in such Fiscal Year to the extent in excess of the Capex Limit)	 	 	 	 
	 	 	 	 	 	 
	 	
Amortization of capitalized fees and expenses incurred with respect to the Related Transactions included in interest expense above

	 	 	 	 
	 	 	 	 	 	 
	 	
Interest paid in kind and included in interest expense above

	 	 	 	 
	 	 	 	 	 	 
	 	

Imputed interest or other non-cash interest related to swap or other interest rate agreements



	 	 	 	 
	 	 	 	 	 	 
	 	
scheduled principal payments paid or payable in respect of Funded Debt

	 	 	 	 
	 	 	 	 	 	 
	 	
income taxes paid in cash

	 	 	 	 
	 	 	 	 	 	 
	 	
increases in Working Capital during the Fiscal Year*

	 	 	 	 
	 	 	 	 	 	 
	 	
losses which are cash items not included in the calculation of EBITDA

	 	 	 	 
	 	 	 	 	 	 
	 	
aggregate amounts of all voluntary prepayments of Term Loan B

	 	 	 	 
	 	 	 	 	 	 
	 	
amounts paid in cash for Permitted Acquisitions

	 	 	 	 
	 	 	 	 	 	 
	
Subtotal

	 	$	 	 
	 	 	 	 	 	 
	

Required Prepayment Percentage 



	 	 	
75%

	 
	 	 	 	 	 
	
Excess Cash Flow

	 	$	 	 









   








*           Working Capital means Current Assets minus Current Liabilities.




 


  





-15-











  








 

SCHEDULE 3 


Annex F




 


ORGANIZATION/LOCATION CHANGES


 


[If any Credit Party has (i) changed its name as it appears in official filings in the state of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction or organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any Person, such change shall be specified below; if no such change has been made, state “None.”]




 


  





-16-











  








 

SCHEDULE 4 


Annex F




 


CAPITALIZATION CHANGES


 


[If with respect to any Credit Party there has been a change in authorized Stock, issued and outstanding Stock or the identity of the holders of any Stock, or if with respect to any Credit Party there has been a change pertaining to preemptive rights or any other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of any Stock, such change shall be set forth below; if no such change has occurred, state “None.”]




 


  





-17-











  








 

	 






SCHEDULE II 


EXHIBIT 6.2(d)




 


EBITDA


 


Consolidated Net Income is defined as follows:




 




	


Net income during the measuring period on a consolidated basis excluding:





	 	$	 	 
	 	 	 	 	 	 
	 	
the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any of Holdings’ Subsidiaries

	 	 	 	 
	 	 	 	 	 	 
	 	

the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions



	 	 	 	 
	 	 	 	 	 	 
	 	
the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary

	 	 	 	 
	 	 	 	 	 	 
	 	
any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period

	 	 	 	 
	 	 	 	 	 	 
	 	

any net gain attributable to the write-up of any asset



	 	 	 	 
	 	 	 	 	 	 
	 	
any loss attributable to the write-down of any asset (other than Accounts and Inventory)

	 	 	 	 
	 	 	 	 	 	 
	 	
any net gain from the collection of the proceeds of life insurance policies

	 	 	 	 
	 	 	 	 	 	 
	 	
any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries

	 	 	 	 
	 	 	 	 	 	 
	 	
any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary

	 	 	 	 
	 	 	 	 	 	 
	 	
Consolidated Net Income

	 	$	 	 





 










  





-18-











  








 


	



EBITDA is defined as follows:







	 	$	 	 
	 	 	 	 	 	 
	
Consolidated Net Income (from above)

	 	$	 	 
	 	 	 	 	 	 
	
Less: (in each case to the extent included in the calculation of Consolidated Net Income, but without duplication):

	 	 	 	 
	 	 	 	 	 	 
	 	

income tax credits



	 	 	 	 
	 	 	 	 	 	 
	 	

interest income



	 	 	 	 
	 	 	 	 	 	 
	 	


gain from extraordinary items





	 	 	 	 
	 	 	 	 	 	 
	 	

any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory



	 	 	 	 
	 	 	 	 	 	 
	 	

any other non-cash gains



	 	 	 	 
	 	 	 	 	 	 
	 	

expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto



	 	 	 	 
	 	 	 	 	 	 
	 	

non-recurring gains



	 	 	 	 
	 	 	 	 	 	 
	 	

the aggregate “center level profit or loss” (determined in accordance with GAAP) for all imaging centers which are, as of the last day of the applicable period, New Imaging Centers



	 	 	 	 
	 	 	 	 	 	 
	Plus:	
(in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication):

	 	 	 	 
	 	 	 	 	 	 
	 	
any provision for income taxes

	 	 	 	 
	 	 	 	 	 	 
	 	
Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized

	 	 	 	 
	 	 	 	 	 	 
	 	
depreciation and amortization

	 	 	 	 







 


 




  





-19-











  








 


	 	


amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma)





	 	 	 	 
	 	 	 	 	 	 
	 	


any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock





	 	 	 	 
	 	 	 	 	 	 
	 	



loss from extraordinary items







	 	 	 	 
	 	 	 	 	 	 
	 	


any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory





	 	 	 	 
	 	 	 	 	 	 
	 	


any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory)





	 	 	 	 
	 	 	 	 	 	 
	 	


expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto





	 	 	 	 
	 	 	 	 	 	 
	 	


employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Radiologix Merger Agreement for all periods ending on or after the Closing Date





	 	 	 	 
	 	 	 	 	 	 
	 	


Other agreed to adjustments1





	 	 	 	 
	 	 	 	 	 	 
	 	

New Imaging Center EBITDA for all imaging centers which are, as of the last day of the applicable period, New Imaging Centers



	 	 	 	 
	 	 	 	 	 	 










1 Other agreed adjustments to include EBITDA related to operating leases to the extent such leases have been converted to capital leases as of the end of the applicable measuring period.


 




  





-20-











  








 

 


	Plus:	

Pro Forma Cost Savings2 and other pro-forma cost savings relating to Permitted Acquisitions in an amount not to exceed $4,000,000 for any individual Permitted Acquisition or Strategic Initiatives (that do not constitute Permitted Acquisitions) in a cumulative amount not to exceed $6,000,000 after the Amendment No. 5 Closing Date, to the extent the addition to EBITDA of such cost savings is approved by the Agent



	 	 	 	 
	 	 	 	 	 	 
	EBITDA3   	 	 	$	 	 
	 	 	 	 	 	 
	 	

pre-opening costs which consist of payroll, supplies and other direct expenses incurred in connection with opening new imaging centers which are expensed as incurred during the applicable period, all as based upon a calculation in good faith by the Borrower as set forth in a certificate from the Chief Financial Officer (or other similar officer) of the Borrower delivered to the Agent and in a cumulative amount not to exceed $2,500,000 for all new imaging centers.



	 	 	 	 







 


 


 


 


 


 


 


 








2 With respect to each trailing twelve month period ending on the Fiscal Quarter specified on Exhibit A attached hereto, Pro Forma Cost Savings shall be deemed to be the amount set forth opposite such Fiscal Quarter on Exhibit A.




 


3 EBITDA for entities acquired in a Permitted Acquisition or EBITDA relating to new joint ventures or management arrangements shall be included to the extent that such EBITDA has been approved by Agent in its reasonable discretion (it being agreed that to the extent not already included in EBITDA of Holdings and its Subsidiaries, EBITDA of Radiologix and its Subsidiaries for the Fiscal Months set forth on Exhibit B attached hereto shall be deemed to be the amount set forth opposite such Fiscal Month on Exhibit B). In addition, to the extent that each of Community Imaging and Advanced Imaging (the “Converting Entities”) converts from analog to digital mammography on or prior to March 31, 2008, the EBITDA of Holdings and its Subsidiaries for each of the Fiscal Quarters to end on or about March 31, 2008, December 31, 2007, September 30, 2007 and June 30, 2007 shall be deemed increased by $1,400,000; provided, however, that if the actual volume or reimbursement rates relating to digital mammographies performed by the Converting Entities for any Fiscal Quarter to end on or after June 30, 2008, is less than the prior year same period historical volume or reimbursement rates relating to digital mammographies performed by the Converting Entities, then the $1,400,000 amount set forth above may be adjusted by the Agent in its discretion.




 


  





-21-











  








 


 


EXHIBIT A









PRO FORMA COST SAVINGS


 




 





	
Fiscal Month

	
Adjustment

	 
	
December, 2006

	
$10,975,410.00

	 
	
January, 2007

	
$10,929,679.10

	 
	
February, 2007

	
$10,838,217.40

	 
	
March, 2007

	
$10,701,024.80

	 
	
April, 2007

	
$10,518,101.30

	 
	
May, 2007

	
$10,280,300.70

	 
	
June, 2007

	
$9,978,476.90

	 
	
July, 2007

	
$9,603,483.80

	 
	
August, 2007

	
$9,137,028.80

	 
	
September, 2007

	
$8,569,966.00

	 
	
October, 2007

	
$7,893,149.00

	 
	
November, 2007

	
$7,097,431.80

	 
	
December, 2007

	
$6,301,714.60

	 
	
January, 2008

	
$5,432,828.00

	 
	
February, 2008

	
$4,609,672.20

	 
	
March, 2008

	
$3,832,247.30

	 
	
April, 2008

	
$3,100,553.30

	 
	
May, 2008

	
$2,423,736.40

	 
	
June, 2008

	
$1,810,942.70

	 
	
July, 2008

	
$1,271,318.30

	 
	
August, 2008

	
$823,155.80

	 
	
September, 2008

	
$475,601.10

	 
	
October, 2008

	
$237,800.60

	 
	
November, 2008

	
$118,900.30

	 









 


  





-22-











  








 


 


EXHIBIT B









EBITDA OF RADIOLOGIX AND ITS SUBSIDIARIES


 









	
Fiscal Month

	
EBITDA


	
September, 2005

	
$3,939,000.00


	
October, 2005

	
$3,796,000.00


	
November, 2005

	
$2,545,000.00


	
December, 2005

	
$4,386,000.00


	
January, 2006

	
$3,430,000.00


	
February, 2006

	
$3,048,000.00


	
March, 2006

	
$5,435,000.00


	
April, 2006

	
$2,564,000.00


	
May, 2006

	
$3,449,000.00


	
June, 2006

	
$5,059,000.00


	
July, 2006

	
$3,028,000.00


	
August, 2006

	
$4,048,000.00


	
September, 2006

	
$4,449,000.00







 


 










  





-23-











  


















 


SCHEDULE 3.1 (a)


 


JURISDICTIONS OF ORGANIZATION AND QUALIFICATION




 




	
Credit Party

	
Jurisdiction of Organization

	
Jurisdiction of Organization


	
RadNet, Inc.

	
New York

	
California


	
Diagnostic Imaging Services, Inc.

	
Delaware

	
California


	
Radnet Management, Inc.

	
California

	
California


	
Beverly Radiology Medical Group, Inc.

	
California

	
California


	
Pronet Imaging Medical Group, Inc.

	
California

	
California


	
Radnet Sub, Inc.

	
California

	
California


	
SoCal MR Site Management, Inc.

	
California

	
California


	
Radnet Management I, Inc.

	
California

	
California


	
Radnet Management II, Inc.

	
California

	
California


	
Radnet Managed Imaging Services, Inc.

	
California

	
California


	
Beverly Radiology Medical Group, III FRI, Inc.

	
California

	
California


	
FRI II, Inc.

	
 California

	
California


	
Rolling Oaks Radiology, Inc.

	
California

	
California


	
Rolling Oaks Imaging Corporation

	
California

	
California


	
Radiologix, Inc.

	
Delaware

	
Delaware, California, Florida, Kansas, Pennsylvania, Texas


	
Advanced Imaging Partners, Inc.

	
Delaware

	
Delaware, Maryland


	
Ide Imaging Partners, Inc.

	
Delaware

	
Delaware, New York


	
Mid Rockland Imaging Partners, Inc.

	
Delaware

	
Delaware, New York


	
Pacific Imaging Partners, Inc.

	
California

	
California


	
Questar Imaging, Inc.

	
Florida

	
Florida, Colorado


	
Treasure Coast Imaging Partners, Inc.

	
Delaware

	
Delaware, Florida


	
 Community Imaging Partners, Inc.

	
Delaware

	
Delaware, Maryland


	
Radiology and Nuclear Medicine Imaging Partners, Inc.

	
Delaware

	
Delaware, Kansas


	
Valley Imaging Partners, Inc.

	
California

	
California


	
Questar Duluth, Inc.

	
Florida

	
Florida, Minnesota


	
Questar Los Alamitos, Inc.

	
Florida

	
Florida, California


	
Questar Victorville, Inc.

	
Florida

	
Florida, California


	
Delaware Imaging Partners, Inc.

	
Delaware

	
Delaware




















  





-24-











  













 


SCHEDULE 3.1 (b)


 



	
Name

	 	
Authorized

	
Issued

	
Holder


	
RadNet, Inc.

	 	
Common Stock

	
34,789,558

	
Publicly Held


	
("Holdings")

	 	
$.0001 par value

	  	  
	  	 	
200,000,000 shares

	  	  
	  	 	
Preferred Stock

	  	  
	  	 	
$.0001 par value

	  	  
	  	 	
30,000,000 shares

	
0

	
N/A


	 	 	 	 	 
	
Radnet Management, Inc.

	 	
Common Stock

	
1,000

	
Holdings (100%)


	
("Radnet")

	 	
10,000 shares

	  	  
	 	 	 	 	 
	Beverly Radiology Medical Group, Inc.   	 	100,000	
10,000

	
Dr. Berger (90%)


	 	 	 	 	
Dr. Crues (10%)


	
Pronet Imaging Medical Group, Inc.

	 	
100,000

	
10,000

	
Dr. Berger (90%)


	  	 	  	  	
Dr. Crues (10%)


	
Diagnostic Imaging Services, Inc.

	 	
Common Stock

	
5,732

	
Radnet (100%)


	  	 	
$.0001 par value

	  	  
	  	 	
10,000 shares

	  	  
	 	 	 	 	 
	
Radnet Sub, Inc.

	 	
100,000 shares

	
1,000

	
Radnet (100%)


	 	 	 	 	 
	
SoCal MR Site Management, Inc.

	 	
Common Stock

	
10,000

	
Radnet (100%)


	  	 	
$.01 par value

	  	  
	  	 	
5,000,000 shares

	  	  
	 	 	 	 	 
	
Radnet Management I, Inc.

	 	
1,000,000

	
10,000

	
Radnet (100%)


	 	 	 	 	 
	
Radnet Management II, Inc.

	 	
1,000,000

	
10,000

	
Radnet (100%)


	 	 	 	 	 
	
Radnet Managed Imaging Services, Inc. 100,000

	 	
100,000

	
1,000

	
Radnet (100%)


	 	 	 	 	 
	
FIRI, Inc.

	 	
100,000

	
10,000

	
Radnet (100%)


	 	 	 	 	 
	
FRI II, Inc.

	 	
100,000

	
10,000

	
Radnet (100%)


	 	 	 	 	 
	
Rolling Oaks Imaging Corporation

	 	
10,000

	
9,000

	
Radnet (100%)


	 	 	 	 	 
	
Rolling Oaks Radiology, Inc.

	 	
20,000

	
12,996

	
Radnet (100%)















  





-25-











  













SCHEDULE 3.1(b)


 


(continued)


 



	
Name

	
Authorized

	
Issued

	
Holder


	
Radiologix, Inc.

	
Common Stock

	
100

	
Radnet (100%)


	  	
$.0001 par value

	  	  
	  	
3,000 shares

	  	  
	 	 	 	 
	
Advanced Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
$0.001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Ide Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
$0.001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Mid Rockland Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
$0.001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Pacific Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
No par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Questar Imaging, Inc.

	
Common Stock

	
3,000

	
Radiologix (100%)


	  	
$1.00 par value

	  	  
	  	
7,000 shares

	  	  
	 	 	 	 
	
Treasure Coast Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
$0.001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Community Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
$0.001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Radiology and Nuclear Medicine

	
Common Stock

	
100

	
Radiologix (100%)


	
Imaging Partners, Inc.

	
$0,001 par value

	  	  
	  	
1,000 shares

	  	  
	 	 	 	 
	
Valley Imaging Partners, Inc.

	
Common Stock

	
100

	
Radiologix (100%)


	  	
No par value

	  	  
	  	
1,000 shares

	  	  













  





-26-











  


















 


SCHEDULE 3.1(b)


 


(continued)


 





	
Name

	
Authorized

	
Issued

	
Holder


	 	 	 	 
	
Questar Duluth, Inc.

	
Common Stock 


$1.00 par value 


1,000 shares

	
100

	
Questar Imaging(100%)


	 	 	 	 
	
Questar Los Alamitos, Inc.

	

Common Stock 


$1.00 par value 


1,000 shares



	
100

	
Questar Imaging (100%)


	 	 	 	 
	
Questar Victorville, Inc.

	

Common Stock 


$1.00 par value 


1,000 shares



	
100

	
Questar Imaging (100%)


	 	 	 	 
	
Rocky Mountain OpenScan MRI, LLC (inactive)

	
Membership interests

	
100

	
Questar Imaging(100%)


	 	 	 	 
	
Delaware Imaging Partners, Inc.

	
100,000 shares 


$.0001 par value

	
100

	
Radnet (100%)











 


There are no subscriptions, options, warrants or calls relating to any shares of Holdings or any Credit Parties' capital stock, including any right of conversion or exchange under any outstanding security or other instrument except as to Holdings; Options issued to employees to purchase common shares (202,750) and Warrants issued to employees and some business entities related to Holdings (3,753,667) for an aggregate of 3,956,417.










  





-27-











  








 


 


SCHEDULE 3.11


 


INVESTIGATIONS AND AUDITS


 


 


 


NONE


 


 


 


 


 


 


 





  





-28-











  


















 


SCHEDULE 3.12


 


Employment Agreement with Howard G. Berger, MD 


dated June 12, 1992 and amended January 30, 2004


 


Employment Agreement with Norman R. Hames 


dated May 1, 2001 and amended January 30, 2004


 


Retention Agreement with Stephen M. Forthuber


 


Employment Agreement with Mark D. Stolper 


dated July 30, 2004


 


 


 










  





-29-











  








 



SCHEDULE 3.14


 





REAL ESTATE


 


 


(see attached document)


 












  





-30-











  


















 


SCHEDULE 3.16


 


ERISA


 


 


401(k) Non Contributory Plan


 


 


 


 


 










  





-31-











  













 


SCHEDULE 3.17


 


DEPOSIT AND DISBURSEMENT ACCOUNTS


 


City National Bank


400 N. Roxbury Dr.


Beverly Hills, CA 90210


310-282-2994









	  	
Account's

	  
	  	  	  
	
Radnet Management, Inc.

	
001-477951

	
Operations


	
Radnet Management, Inc.

	
001-477935

	
Money Market


	
Radnet Management, Inc.

	
001-493132

	
Payroll


	
Beverly Radiology Medical Group

	
101-437701

	
Payroll


	
Beverly Radiology Medical Group

	
112-561064

	
Government Non-


	
Beverly Radiology Medical Group

	
112-561072

	
Government -


	
Beverly Radiology Medical Group — NorCal

	
112-718281

	
Government Non-


	
Beverly Radiology Medical Group — NorCal

	
112-718303

	
Government


	
Beverly Radiology Medical Group — NorCal

	
112-773258

	
Government


	
Diagnostic Imaging Services, Inc.

	
001-245252

	
Payroll


	
RadNet, Inc.

	
001-010212

	
Operations


	
Rolling Oaks Imaging Center

	
052-080207

	
Operations


	
Radnet Management

	
101-182673

	
Refund Account


	
Radnet Management, Inc.

	
112-813519

	
Restricted Cash









 


See attached document for listing of Radiologix, Inc. accounts.










  





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SCHEDULE 3.18


 


AGREEMENTS AND OTHER DOCUMENTS


 


Fuji Film Medical Imaging Film Agreement


dated as of May 1, 2007 by and between RadNet, Inc. and Fuji Film Medical Systems U.S.A., Inc.


Amended and Restated Management and Services Agreement


dated January 1, 2004 between Radnet Management and Beverly Radiology Medical Group III


Partnership Agreement dated July 1, 1997 between Beverly Radiology Medical Group, Inc. and Pronet Imaging Medical Group, Inc.


General Electric Service Agreement dated August 14, 2001 as last amended effective January 1, 2007 by and between GE Medical Systems and Radnet Management, Inc.


PetNet Radiopharmaceutical Purchase Agreement dated September 13, 2004 as last amended December 10, 2007 by and between PETNET Solutions and Radnet Management, Inc.


General Electric Healthcare Financial Services Ref #8537637


dated December 30, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.


General Electric Healthcare Financial Services Ref #8536064


dated November 8, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.


General Electric Healthcare Financial Services Ref #8535299


dated September 17, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.


Agreement and Plan of Merger with Radiologix, Inc. dated as of July 6, 2006 by and between Primedex Health Systems, Inc., PR Acquisition Corporation, Radnet Management, Inc. and Radiologix, Inc.


Contracting Services Agreement dated as of October 1, 2006 by and between Broadlane, Inc. and Radiologix, Inc.


Kodak Medical Imaging film agreement with Radnet Management, Inc. dated December 20, 2006




 


 





  





-33-











  













 


RADNET INSURANCE CARRIERS 


 


2007/2008- Current Insurance Lines


 



	
UNE

	
CARRIER NAME

	
POUCY #

	
TERM

	 	
PREMIUM

	 	
POLICY UMITS


	
General Liability

	
Hartford

	
72UUNUM8682

	
11/01/07-11/01/08

	 	$	475,411.20	 	
varies


	
Commercial Property

	
'

	
"

	
11/01/07-11/01/08

	 	 	 	 	
varies


	
Commerical Crime.

	
"

	
"

	
11/01/07-11/01/08

	 	 	 	 	250,000
	
Commerical Automobile,

	.	
"

	
11/01/07-11/01/08

	 	 	 	 	1M
	
Excess Liability/umbrella

	.	
72XHUUM8726

	
11101/07-11/01/08

	 	$	24,400.00	 	10M
	
Directors & Officers

	
AIG

	6723807	
06/01/07-06/01/08

	 	$	144,921.00	 	10M
	
Professional Liability

	
Fairway Physicians

	
FPC1420-00

	
10/01/07-10/01/08

	 	$	2,050,790.00	 	1M/3M
	
Work Comp

	
Travelers

	
TRHU8424613123

	
11101/07-11/01/08

	 	
$1,788,000 +


losses

	 	1M
	
Medical

	
Blue Shield - Self ins

	970271,970264, 970265	
01/01/08-12/30/08

	 	3 8,227,000.00	 	
Seff-fundedexpectedpremium


	
Dental

	
Delta Dental

	
05662 & 2845

	
01/01/08-12/30/08

	 	377,109.00	 	 
	
Vision

	
Vision Service Plan

	12092356	
01/01/08-12/30/08

	 	 	187,000.00	 	 
	
Life

	
Reliance

	100256-010-0001	
01/01/08-12/30/08

	 	$	386,000.00	 	
1x annual salary to 150K


	
Long Term Disability

	
Reliance

	100256-010-0001	
01/01/08-12/31/08

	 	$	383,000.00	 	 













  





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SCHEDULE 5.1


 


INDEBTEDNESS


 


 


 


 


NONE


 


 


 


 


 




 





  





-35-











  


















 


SCHEDULE 5.2


 


LIENS


 


 


 


 


NONE


 


 


 




 










  





-36-











  








 


 


SCHEDULE 5.6


 





EXCEPTION TO RESTRICTIONS ON FUNDAMENTAL CHANGES


 




 








NONE


 


 


 


 










  





-37-











  


















 


SCHEDULE 5.9


 


BUSINESS DESCRIPTION


 


 


Credit Parties operate a group of regional networks currently comprised of one hundred forty-five (145) diagnostic imaging facilities.


 


 


 


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