radnet_10q-ex1014.htm



                                                                   Exhibit 10.14

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                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 15, 2006

                                  by and among

                             RADNET MANAGEMENT, INC.
                                   as Borrower

                                       and

                       THE OTHER PERSONS PARTY HERETO THAT
                        ARE DESIGNATED AS CREDIT PARTIES

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION
                        as Agent, L/C Issuer and a Lender

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                   as Lenders

                                       and

                            GE CAPITAL MARKETS, INC.
                                as Lead Arranger


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                                                 TABLE OF CONTENTS
                                                 -----------------
                                                                                                               PAGE
                                                                                                               ----

SECTION 1. AMOUNTS AND TERMS OF LOANS.............................................................................2

         1.1      LOANS...........................................................................................2
         1.2      INTEREST AND APPLICABLE MARGINS.................................................................9
         1.3      FEES...........................................................................................12
         1.4      PAYMENTS.......................................................................................13
         1.5      PREPAYMENTS....................................................................................13
         1.6      MATURITY.......................................................................................15
         1.7      LOAN ACCOUNTS..................................................................................15
         1.8      YIELD PROTECTION...............................................................................15
         1.9      TAXES..........................................................................................16

SECTION 2. CONDITIONS TO LOANS...................................................................................19

         2.1      CONDITIONS TO INITIAL LOANS....................................................................19
         2.2      CONDITIONS TO ALL LOANS........................................................................20

SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................21

         3.1      ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.........................................21
         3.2      DISCLOSURE.....................................................................................22
         3.3      NO MATERIAL ADVERSE EFFECT.....................................................................22
         3.4      NO CONFLICT....................................................................................22
         3.5      FINANCIAL STATEMENTS AND PROJECTIONS...........................................................22
         3.6      SOLVENCY.......................................................................................23
         3.7      USE OF PROCEEDS; MARGIN REGULATIONS............................................................23
         3.8      BROKERS........................................................................................23
         3.9      COMPLIANCE WITH LAWS...........................................................................23
         3.10     INTELLECTUAL PROPERTY..........................................................................24
         3.11     INVESTIGATIONS, AUDITS, ETC....................................................................24
         3.12     EMPLOYEE MATTERS...............................................................................24
         3.13     LITIGATION; ADVERSE FACTS......................................................................25
         3.14     OWNERSHIP OF PROPERTY; LIENS...................................................................25
         3.15     ENVIRONMENTAL MATTERS..........................................................................25
         3.16     ERISA..........................................................................................26
         3.17     DEPOSIT AND DISBURSEMENT ACCOUNTS..............................................................27
         3.18     AGREEMENTS AND OTHER DOCUMENTS.................................................................27
         3.19     INSURANCE......................................................................................28
         3.20     TAXES AND TAX RETURNS..........................................................................28
         3.21     INACTIVE SUBSIDIARIES..........................................................................28
         3.22     HEALTH CARE MATTERS............................................................................28
         3.23     MERGER AGREEMENT...............................................................................31
         3.24     NO EARN-OUTS...................................................................................31

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 SECTION 4. AFFIRMATIVE COVENANTS................................................................................31

         4.1      COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS...............................................31
         4.2      INSURANCE......................................................................................32
         4.3      INSPECTION; LENDER MEETING.....................................................................32
         4.4      ORGANIZATIONAL EXISTENCE.......................................................................33
         4.5      ENVIRONMENTAL MATTERS..........................................................................33
         4.6      LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS, BAILEE LETTERS AND REAL ESTATE PURCHASES..........34
         4.7      FURTHER ASSURANCES.............................................................................34
         4.8      PAYMENT OF TAXES...............................................................................35
         4.9      CASH MANAGEMENT SYSTEMS........................................................................35
         4.10     INTEREST RATE AGREEMENTS.......................................................................35
         4.11     HEALTHCARE MATTERS.............................................................................35
         4.12     REDEMPTION OF NOTES............................................................................36

SECTION 5. NEGATIVE COVENANTS....................................................................................36

         5.1      INDEBTEDNESS...................................................................................36
         5.2      LIENS AND RELATED MATTERS......................................................................38
         5.3      INVESTMENTS....................................................................................38
         5.4      CONTINGENT OBLIGATIONS.........................................................................39
         5.5      RESTRICTED PAYMENTS............................................................................40
         5.6      RESTRICTION ON FUNDAMENTAL CHANGES.............................................................41
         5.7      DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.........................................................44
         5.8      TRANSACTIONS WITH AFFILIATES...................................................................45
         5.9      CONDUCT OF BUSINESS............................................................................45
         5.10     CHANGES RELATING TO INDEBTEDNESS...............................................................45
         5.11     FISCAL YEAR....................................................................................45
         5.12     PRESS RELEASE; PUBLIC OFFERING MATERIALS.......................................................45
         5.13     SUBSIDIARIES...................................................................................46
         5.14     DEPOSIT ACCOUNTS...............................................................................46
         5.15     HAZARDOUS MATERIALS............................................................................46
         5.16     ERISA..........................................................................................46
         5.17     SALE-LEASEBACKS................................................................................46
         5.18     PREPAYMENTS OF OTHER INDEBTEDNESS..............................................................46
         5.19     CHANGES TO MATERIAL CONTRACTS..................................................................47
         5.20     OPERATING LEASES...............................................................................47
         5.21     INACTIVE SUBSIDIARIES..........................................................................47

SECTION 6. FINANCIAL COVENANTS/REPORTING.........................................................................47

         6.1      FINANCIAL COVENANTS............................................................................47
         6.2      FINANCIAL STATEMENTS AND OTHER REPORTS.........................................................49
         6.3      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS UNDER AGREEMENT.............53

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 SECTION 7. DEFAULT, RIGHTS AND REMEDIES..........................................................................54

         7.1      EVENT OF DEFAULT...............................................................................54
         7.2      SUSPENSION OR TERMINATION OF COMMITMENTS.......................................................56
         7.3      ACCELERATION AND OTHER REMEDIES................................................................56
         7.4      PERFORMANCE BY AGENT...........................................................................57
         7.5      APPLICATION OF PROCEEDS........................................................................57

SECTION 8. ASSIGNMENT AND PARTICIPATION..........................................................................58

         8.1      ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT.................................................58
         8.2      AGENT..........................................................................................60
         8.3      SET OFF AND SHARING OF PAYMENTS................................................................67
         8.4      DISBURSEMENT OF FUNDS..........................................................................67
         8.5      DISBURSEMENTS OF ADVANCES; PAYMENT.............................................................68

SECTION 9. MISCELLANEOUS.........................................................................................69

         9.1      INDEMNITIES....................................................................................69
         9.2      AMENDMENTS AND WAIVERS.........................................................................70
         9.3      NOTICES........................................................................................71
         9.4      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..........................................74
         9.5      MARSHALING; PAYMENTS SET ASIDE.................................................................74
         9.6      SEVERABILITY...................................................................................74
         9.7      LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS............................74
         9.8      HEADINGS.......................................................................................74
         9.9      APPLICABLE LAW.................................................................................75
         9.10     SUCCESSORS AND ASSIGNS.........................................................................75
         9.11     NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY...................................................75
         9.12     CONSTRUCTION...................................................................................75
         9.13     CONFIDENTIALITY................................................................................75
         9.14     CONSENT TO JURISDICTION........................................................................76
         9.15     WAIVER OF JURY TRIAL...........................................................................76
         9.16     SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS..................................................77
         9.17     ENTIRE AGREEMENT...............................................................................77
         9.18     COUNTERPARTS; EFFECTIVENESS....................................................................77
         9.19     REPLACEMENT OF LENDERS.........................................................................77
         9.20     DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE RELEASES.......................................79
         9.21     SUBORDINATION OF INTERCOMPANY DEBT.............................................................79

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                               INDEX OF APPENDICES
                               -------------------


ANNEXES
-------

Annex A                -        Definitions
Annex B                -        Pro Rata Shares and Commitment Amounts
Annex C                -        Closing Checklist
Annex D                -        Pro Forma
Annex E                -        Lenders' Bank Accounts
Annex F                -        Compliance and Excess Cash Flow Certificate

EXHIBITS
--------

Exhibit 1.1(a)         -        Term Note B
Exhibit 1.1(b)(i)      -        Revolving Note
Exhibit 1.1(b)(ii)     -        Notice of Revolving Credit Advance
Exhibit 1.1(c)         -        Swing Line Note
Exhibit 1.1(d)         -        Request for Letter of Credit Issuance
Exhibit 1.2(e)         -        Notice of Continuation/Conversion
Exhibit 6.2(d)         -        Borrowing Base Certificate
Exhibit 8.1            -        Assignment Agreement

SCHEDULES
---------

Schedule 3.1(a)        -        Jurisdictions of Organization and Qualifications
Schedule 3.1(b)        -        Capitalization
Schedule 3.7           -        Use of Proceeds
Schedule 3.10          -        Intellectual Property
Schedule 3.11          -        Investigations and Audits
Schedule 3.12          -        Employee Matters
Schedule 3.13          -        Litigation
Schedule 3.14          -        Real Estate
Schedule 3.15          -        Environmental Matters
Schedule 3.16          -        ERISA
Schedule 3.17          -        Deposit and Disbursement Accounts
Schedule 3.18          -        Agreements and Other Documents
Schedule 3.19          -        Insurance
Schedule 3.22          -        Health Care Matters
Schedule 5.1           -        Indebtedness
Schedule 5.2           -        Liens
Schedule 5.3           -        Investments
Schedule 5.4           -        Contingent Obligations
Schedule 5.6           -        Fundamental Changes
Schedule 5.8           -        Affiliate Transactions
Schedule 5.9           -        Business Description
Schedule A             -        Inactive Subsidiaries

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                                CREDIT AGREEMENT
                                ----------------

         This CREDIT AGREEMENT is dated as of November 15, 2006 and entered into
by and among RADNET MANAGEMENT, INC., a California corporation ("BORROWER"), the
other persons designated as "Credit Parties", the financial institutions who are
or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation (in its individual capacity "GE
CAPITAL"), as the initial L/C Issuer and as Agent.

                                R E C I T A L S:
                                ----------------

         WHEREAS, Borrower desires that Lenders extend a term credit facility
and a revolving credit facility to Borrower to fund a portion of the Acquisition
(as hereinafter defined) and expenses related thereto, the repayment of certain
indebtedness of Borrower, to provide working capital financing for Borrower and
its Subsidiaries and to provide funds for other general corporate purposes of
Borrower and its Subsidiaries; and

         WHEREAS, Borrower desires to secure all of its Obligations (as
hereinafter defined) under the Loan Documents (as hereinafter defined) by
granting to Agent, for the benefit of Agent and Lenders, a security interest in
and lien upon substantially all of its personal and real property; and

         WHEREAS, Primedex Health Systems, Inc., a New York corporation
("HOLDINGS") that owns all of the Stock of Borrower is willing to guaranty all
of the Obligations and pledge to Agent, for the benefit of Agent and Lenders,
all of the Stock of Borrower and substantially all of its other personal and
real property to secure the Obligations; and

         WHEREAS, each of Beverly Radiology Medical Group III, a California
general partnership ("BEVERLY"), Beverly Radiology Medical Group, Inc., a
California corporation ("BEVERLY RADIOLOGY"), ProNet Imaging Medical Group,
Inc., a California corporation ("PRONET"), Diagnostic Imaging Services, Inc., a
Delaware corporation ("DIAGNOSTIC"), Radnet Sub, Inc., a California corporation
("RADNET SUB"), SoCal MR Site Management, Inc., a California corporation
("SOCAL"), Radnet Management I, Inc., a California corporation ("RADNET
MANAGEMENT I"), Radnet Management II, Inc., a California corporation ("RADNET
MANAGEMENT II"), Radnet Managed Imaging Services, Inc., a California corporation
("RADNET IMAGING"), Radiologix, Inc., a Delaware corporation ("RADIOLOGIX"),
Advanced Imaging Partners, Inc., a Delaware corporation ("ADVANCED IMAGING"),
Ide Imaging Partners, Inc., a Delaware corporation ("IDE IMAGING"), Mid Rockland
Imaging Partners, Inc., a Delaware corporation ("ROCKLAND IMAGING"), Pacific
Imaging Partners, Inc., a California corporation ("PACIFIC IMAGING"), Questar
Imaging, Inc., a Florida corporation ("QUESTAR IMAGING"), Treasure Coast Imaging
Partners, Inc., a Delaware corporation ("COAST IMAGING"), Community Imaging
Partners, Inc., a Delaware corporation ("COMMUNITY IMAGING"), Radiology and
Nuclear Medicine Imaging Partners, Inc., a Delaware corporation ("NUCLEAR
IMAGING"), Valley Imaging Partners, Inc., a California corporation ("VALLEY
IMAGING"), Questar Duluth, Inc., a Florida corporation ("QUESTAR DULUTH"),
Questar Los Alamitos, Inc., a Florida corporation ("QUESTAR ALAMITOS"), Questar
Victorville, Inc., a Florida corporation ("QUESTAR VICTORVILLE"), Rocky Mountain
OpenScan MRI, LLC, a Colorado limited liability company ("OPENSCAN"), FRI, Inc.,
a California corporation ("FRI"), is willing to guaranty all of the Obligations
of Borrower and to grant to Agent, for the benefit of Agent and Lenders, a
security interest in and lien upon substantially all of its personal and real
property to secure the Obligations; and






  





  











  







         WHEREAS, all capitalized terms herein shall have the meanings ascribed
thereto in ANNEX A hereto, which is incorporated herein by reference.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Credit Parties, Lenders and
Agent agree as follows:

                                   SECTION 1.
                           AMOUNTS AND TERMS OF LOANS
                           --------------------------

         1.1      LOANS.
                  ------

         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:

         (a) TERM LOAN B. Each Term Lender agrees, severally and not jointly, to
lend to Borrower in one draw, on the Closing Date, its Pro Rata Share of the
aggregate amount of $225,000,000 (the "TERM LOAN B"). Borrower shall repay Term
Loan B through periodic payments on the dates and in the amounts indicated below
("SCHEDULED INSTALLMENTS").

          DATE                                             SCHEDULED INSTALLMENT
          ----                                             ---------------------

          Beginning with March 31, 2007, each              $562,500
          March 31, June 30, September 30
          and December 31 occurring prior to
          September 30, 2012

          November 15, 2012                                $212,625,000


         The final installment shall in all events equal the entire remaining
principal balance of the Term Loan B. Notwithstanding the foregoing, the
outstanding principal balance of the Term Loan B shall be due and payable in
full on the Commitment Termination 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 B
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 B" and, collectively, the "TERM NOTES B"), and, except
as provided in SECTION 1.7, Borrower shall execute and deliver each Term Note B
to the applicable Lender. Each Term Note B shall represent the obligation of
Borrower to pay the amount of the applicable Lender's Term Loan B Commitment,
together with interest thereon.

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         (b)      REVOLVING LOANS.
                  ----------------

                  (i) Each Revolving Lender agrees, severally and not jointly,
to make available to Borrower from time to time until the Commitment Termination
Date its Pro Rata Share of advances (each a "REVOLVING CREDIT ADVANCE")
requested by Borrower hereunder. The Pro Rata Share of the Revolving Loan of any
Revolving Lender (including, without duplication, Swing Line Loans) shall not at
any time exceed its separate Revolving Loan Commitment. Revolving Credit
Advances may be repaid and reborrowed; provided, that the amount of any
Revolving Credit Advance to be made at any time shall not exceed Borrowing
Availability. The Revolving Loans shall be repaid in full on the Commitment
Termination Date. If requested by a Revolving Lender, Borrower shall execute and
deliver to such Revolving Lender a note to evidence the Revolving Loan
Commitment of that Revolving Lender. Each such note shall be in the maximum
principal amount of the Revolving Loan Commitment of the applicable Revolving
Lender, dated the Closing Date and substantially in the form of EXHIBIT
1.1(b)(i) (as amended, modified, extended, substituted or replaced from time to
time, each a "REVOLVING NOTE" and, collectively, the "REVOLVING NOTES"). If at
any time the aggregate outstanding Revolving Loan exceeds the Borrowing Base
(any such excess Revolving Loan is herein referred to as an "OVERADVANCE"),
Lenders shall not be obligated to make Revolving Credit Advances, no additional
Letters of Credit shall be issued and the Revolving Loan must be repaid
immediately and Letters of Credit cash collateralized in an amount sufficient to
eliminate any Overadvance. All Overadvances shall constitute Index Rate Loans
and at the written request of Agent or the Requisite Lenders shall bear interest
at the Index Rate plus the Revolving Loan Applicable Index Rate Margin and shall
bear interest at the Default Rate only if not repaid within three (3) Business
Days. For funding requests for Revolving Credit Advances to be funded as Index
Rate Loans of $5,000,000 or less, written notice must be provided by 1:00 p.m.
(New York time) on the Business Day on which the Revolving Credit Advance is to
be made; for funding requests for Revolving Credit Advances to be funded as
Index Rate Loans of more than $5,000,000, written notice must be provided by
1:00 p.m. (New York time) on the Business Day before which the Revolving Credit
Advance is to be made. All Revolving Credit Advances to be funded as LIBOR Loans
require three (3) Business Days prior written notice. Written notices for all
funding requests shall be in the form attached as EXHIBIT 1.1(b)(ii) ("NOTICE OF
REVOLVING CREDIT ADVANCE").

         (c)      SWING LINE FACILITY.
                  --------------------

                  (i) Agent shall notify the Swing Line Lender upon Agent's
receipt of any Notice of Revolving Credit Advance. Subject to the terms and
conditions hereof, the Swing Line Lender may, in its discretion, make available
from time to time until the Commitment Termination Date advances (each, a "SWING
LINE ADVANCE") in accordance with any such notice. The provisions of this
SECTION 1.1(c) shall not relieve Revolving Lenders of their obligations to make
Revolving Credit Advances under SECTION 1.1(b); provided that if the Swing Line
Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line
Advance shall be in lieu of any Revolving Credit Advance that otherwise may be
made by Revolving Lenders pursuant to such notice. Except as provided in SECTION
1.1(b)(ii) above, the aggregate amount of Swing Line Advances outstanding shall
not exceed at any time the lesser of (A) the Swing Line Commitment and (B)
Borrowing Availability ("SWING LINE AVAILABILITY"). Until the Commitment


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 Termination Date, Borrower may from time to time borrow, repay and reborrow
under this SECTION 1.1(c). Each Swing Line Advance shall be made pursuant to a
Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance
with SECTION 1.1(b). Unless the Swing Line Lender has received at least one (1)
Business Day's prior written notice from Requisite Revolving Lenders instructing
it not to make a Swing Line Advance, the Swing Line Lender shall,
notwithstanding the failure of any condition precedent set forth in SECTION 2.2,
be entitled to fund that Swing Line Advance, and to have each Revolving Lender
make Revolving Credit Advances in accordance with SECTION 1.1(c)(iii) or
purchase participating interests in accordance with SECTION 1.1(c)(iv).
Notwithstanding any other provision of this Agreement or the other Loan
Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless
refunded as a Revolving Loan as provided in Section 1.1(c)(iii) below, Borrower
shall repay the aggregate outstanding principal amount of the Swing Line Loan
upon demand therefor by Agent. The entire unpaid balance of the Swing Line Loan
and all other noncontingent Obligations shall be immediately due and payable in
full in immediately available funds on the Commitment Termination Date if not
sooner paid in full.

                  (ii) Borrower shall execute and deliver to the Swing Line
Lender a promissory note to evidence the Swing Line Commitment. Such note shall
be in the principal amount of the Swing Line Commitment of the Swing Line
Lender, dated the Closing Date and substantially in the form of EXHIBIT 1.1(c)
(as amended, modified, extended, substituted or replaced from time to time, the
"SWING LINE NOTE"). The Swing Line Note shall represent the obligation of
Borrower to pay the amount of the Swing Line Commitment or, if less, the
aggregate unpaid principal amount of all Swing Line Advances made to Borrower
together with interest thereon as prescribed in SECTION 1.2.

                  (iii) The Swing Line Lender, at any time and from time to time
in its sole and absolute discretion but no less frequently than once each week,
shall on behalf of Borrower (and Borrower hereby irrevocably authorizes the
Swing Line Lender to so act on its behalf) request each Revolving Lender
(including the Swing Line Lender) to make a Revolving Credit Advance to Borrower
(which shall be an Index Rate Loan) in an amount equal to that Revolving
Lender's Pro Rata Share of the principal amount of the Swing Line Loan (the
"REFUNDED SWING LINE LOAN") outstanding on the date such notice is given. Unless
any of the events described in SECTIONS 7.1(f) and 7.1(g) has occurred and is
continuing (in which event the procedures of SECTION 1.1(c)(iv) shall apply) and
regardless of whether the conditions precedent set forth in this Agreement to
the making of a Revolving Credit Advance are then satisfied, each Revolving
Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving
Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York
time), in immediately available funds on the Business Day next succeeding the
date that notice is given. The proceeds of those Revolving Credit Advances shall
be immediately paid to the Swing Line Lender and applied to repay the Refunded
Swing Line Loan.

                  (iv) If, prior to refunding a Swing Line Loan with a Revolving
Credit Advance pursuant to SECTION 1.1(c)(iii), one of the events described in
SECTIONS 7.1(f) or 7.1(g) has occurred and is continuing, then, subject to the
provisions of SECTION 1.1(c)(v) below, each Revolving Lender shall, on the date
such Revolving Credit Advance was to have been made for the benefit of Borrower,
purchase from the Swing Line Lender an undivided participation interest in the
Swing Line Loan in an amount equal to its Pro Rata Share (determined with
respect to Revolving Loans) of such Swing Line Loan. Upon request, each
Revolving Lender shall promptly transfer to the Swing Line Lender, in
immediately available funds, the amount of its participation interest.

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                  (v) Each Revolving Lender's obligation to make Revolving
Credit Advances in accordance with SECTION 1.1(c)(iii) and to purchase
participation interests in accordance with SECTION 1.1(c)(iv) shall be absolute
and unconditional and shall not be affected by any circumstance, including (A)
any setoff, counterclaim, recoupment, defense or other right that such Revolving
Lender may have against the Swing Line Lender, Borrower or any other Person for
any reason whatsoever; (B) the occurrence or continuance of any Default or Event
of Default; (C) any inability of Borrower to satisfy the conditions precedent to
borrowing set forth in this Agreement at any time or (D) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
Swing Line Lender shall be entitled to recover, on demand, from each Revolving
Lender the amounts required pursuant to SECTIONS 1.1.(c)(iii) or 1.1(c)(iv), as
the case may be. If any Revolving Lender does not make available such amounts to
Agent or the Swing Line Lender, as applicable, the Swing Line Lender shall be
entitled to recover, on demand, such amount from such Revolving Lender, together
with interest thereon for each day from the date of non-payment until such
amount is paid in full at the Federal Funds Rate for the first two Business Days
and at the Index Rate thereafter.

         (d) LETTERS OF CREDIT. The Revolving Loan Commitment may, in addition
to advances under the Revolving Loan, be utilized (subject to the limitations
imposed by SECTION 1.1(A)), upon the request of Borrower, for the issuance of
Letters of Credit. The parties hereto agree that the following letters of credit
previously issued Wachovia Bank, National Association shall constitute Letters
of Credit hereunder: (1) letter of credit no. SM211659W issued to Liberty Mutual
in the face amount of $657,027 with an expiration date of December 6, 2006 and
(2) letter of credit no. SM419633P issued to Safety National Casualty Corp. in
the face amount of $750,000 with an expiration date of December 30, 2006.
Immediately upon the issuance by an L/C Issuer of a Letter of Credit, and
without further action on the part of Agent or any of the Lenders, each
Revolving Lender shall be deemed to have purchased from such L/C Issuer a
participation in such Letter of Credit (or in its obligation under a risk
participation agreement with respect thereto) equal to such Revolving Lender's
Pro Rata Share of the aggregate amount available to be drawn under such Letter
of Credit.

                  (i) MAXIMUM AMOUNT. The aggregate amount of Letter of Credit
Obligations with respect to all Letters of Credit outstanding or unreimbursed at
any time shall not exceed $7,500,000 ("L/C SUBLIMIT").

                  (ii) REIMBURSEMENT. Borrower shall be irrevocably and
unconditionally obligated forthwith without presentment, demand, protest or
other formalities of any kind, to reimburse any L/C Issuer on demand in
immediately available funds for any amounts paid by such L/C Issuer with respect
to a Letter of Credit, including all reimbursement payments, Fees, Charges,
costs and expenses paid by such L/C Issuer, without duplication of fees
otherwise paid by Borrower. Borrower hereby authorizes and directs Agent, at
Agent's option, to debit Borrower's account (by increasing the outstanding
principal balance of the Revolving Credit Advances or Swing Line Advances made
to Borrower) in the amount of any payment made by an L/C Issuer with respect to


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 any Letter of Credit, and a Notice of Revolving Credit Advance requesting an
Index Rate Loan in such amount shall be deemed to have been timely given on such
date. All amounts paid by an L/C Issuer with respect to any Letter of Credit
that are not immediately repaid by Borrower with the proceeds of a Revolving
Credit Advance, Swing Line Advance or otherwise shall bear interest payable on
demand at the interest rate applicable to Revolving Credit Advances which are
Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders,
an additional two percent (2.00%) per annum. Each Revolving Lender agrees to
fund its Pro Rata Share of any Revolving Loan made pursuant to this SECTION
1.1(d)(ii). In the event Agent elects not to debit Borrower's account and
Borrower fails to reimburse the L/C Issuer in full on the date of any payment in
respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender
of the amount of such unreimbursed payment and the accrued interest thereon and
each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York
time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in
same day funds. Each Revolving Lender hereby absolutely and unconditionally
agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving
Lender's Pro Rata Share of each payment made by the L/C Issuer in respect of a
Letter of Credit and reimbursed within one (1) Business Day by Borrower or
satisfied through a debit of Borrower's account. Each Revolving Lender
acknowledges and agrees that its obligations pursuant to this subsection in
respect of Letters of Credit are absolute and unconditional and shall not be
affected by any circumstance whatsoever, including setoff, counterclaim, the
occurrence and continuance of a Default or an Event of Default or any failure by
Borrower to satisfy any of the conditions set forth in SECTION 2.2. If any
Revolving Lender fails to make available to the L/C Issuer the amount of such
Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in
respect of a Letter of Credit as provided in this SECTION 1.1(d)(ii), the L/C
Issuer shall be entitled to recover such amount on demand from such Revolving
Lender together with interest at the Index Rate.

                  (iii) REQUEST FOR LETTERS OF CREDIT. Borrower shall give Agent
at least three (3) Business Days prior written notice specifying the date a
Letter of Credit is requested to be issued, the amount and the name and address
of the beneficiary and a description of the transactions proposed to be
supported thereby, and the expiry date (or extended expiry date) of the Letter
of Credit. Each request by Borrower for the issuance of a Letter of Credit shall
be in the form of EXHIBIT 1.1(d). If Agent informs Borrower that the L/C Issuer
cannot issue the requested Letter of Credit directly, Borrower may request that
L/C Issuer arrange for the issuance of the requested Letter of Credit under a
risk participation agreement with another financial institution reasonably
acceptable to Agent, L/C Issuer and Borrower. The issuance of any Letter of
Credit under this Agreement shall be subject to satisfaction of the conditions
set forth in SECTION 2.2 and the conditions that the Letter of Credit (i)
supports a transaction benefiting Borrower or its wholly-owned Subsidiaries and
(ii) is in a form, is for an amount and contains such terms and conditions as
are reasonably satisfactory to the L/C Issuer and, in the case of standby
letters of credit, Agent. The initial notice requesting the issuance of a Letter
of Credit shall be accompanied by the form of the Letter of Credit and the
Master Standby Agreement or Master Documentary Agreement, as applicable, and an
application for a Letter of Credit, if any, then required by the L/C Issuer
completed in a manner reasonably satisfactory to such L/C Issuer. If any
provision of any application or reimbursement agreement is inconsistent with the
terms of this Agreement, then the provisions of this Agreement, to the extent of
such inconsistency, shall control.

                                       6





  





  











  







                  (iv) EXPIRATION DATES OF LETTERS OF CREDIT. The expiration
date of each Letter of Credit shall be on a date which is not later than the
earlier of (a) one year from its date of issuance or (b) the tenth (10th) day
prior to the date set forth in clause (a) of the definition of the term
Commitment Termination Date. Notwithstanding the foregoing, a Letter of Credit
may provide for automatic extensions of its expiration date for one (1) or more
successive one (1) year periods provided that upon not less than 30 days written
notice to Borrower, the L/C Issuer has the right to terminate such Letter of
Credit on each such annual expiration date and no renewal term may extend the
term of the Letter of Credit to a date that is later than the tenth (10th) day
prior to the date set forth in clause (a) of the definition of the term
Commitment Termination Date. The L/C Issuer may elect not to renew any such
Letter of Credit and, upon direction by Agent or Requisite Revolving Lenders,
shall not renew any such Letter of Credit at any time during the continuance of
an Event of Default, provided that, in the case of a direction by Agent or
Requisite Revolving Lenders, the L/C Issuer receives such directions prior to
the date notice of non-renewal is required to be given by the L/C Issuer and the
L/C Issuer has had a reasonable period of time to act on such notice.

                  (v) OBLIGATIONS ABSOLUTE. The obligation of Borrower to
reimburse the L/C Issuer, Agent and Lenders for payments made in respect of
Letters of Credit issued by the L/C Issuer shall be unconditional and
irrevocable and shall be paid under all circumstances strictly in accordance
with the terms of this Agreement, including the following circumstances: (a) any
lack of validity or enforceability of any Letter of Credit; (b) any amendment or
waiver of or any consent or departure from all or any of the provisions of any
Letter of Credit or any Loan Document; (c) the existence of any claim, set-off,
defense or other right which Borrower, any of its Subsidiaries or Affiliates or
any other Person may at any time have against any beneficiary of any Letter of
Credit, Agent, any L/C Issuer, any Lender or any other Person, whether in
connection with this Agreement, any other Loan Document or any other related or
unrelated agreements or transactions; (d) any draft or other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; (e) payment under any Letter of Credit against presentation of a
draft or other document that does not substantially comply with the terms of
such Letter of Credit; or (f) any other act or omission to act or delay of any
kind of any L/C Issuer, Agent, any Lender or any other Person or any other event
or circumstance whatsoever that might, but for the provisions of this SECTION
1.1(d)(v), constitute a legal or equitable discharge of Borrower's obligations
hereunder. Without limiting the generality of the foregoing, it is expressly
understood and agreed by Borrower that the absolute and unconditional obligation
of Borrower to Agent and Lenders hereunder to reimburse payments made under a
Letter of Credit will not be excused by the gross negligence or willful
misconduct of the L/C Issuer. However, the foregoing shall not be construed to
excuse an L/C Issuer from claims which Borrower may assert against the L/C
Issuer subject to the terms of the Master Standby Agreement or the Master
Documentary Agreement.

                  (vi) OBLIGATIONS OF L/C ISSUERS. Each L/C Issuer (other than
GE Capital) hereby agrees that it will not issue a Letter of Credit hereunder
until it has provided Agent with written notice specifying the amount and
intended issuance date of such Letter of Credit and Agent has returned a written
acknowledgment of such notice to L/C Issuer (such notices and acknowledgements
to be given promptly). Each L/C Issuer (other than GE Capital) further agrees to
provide to Agent: (a) a copy of each Letter of Credit issued by such L/C Issuer


                                       7





  





  











  







 promptly after its issuance; (b) a weekly report summarizing available amounts
under Letters of Credit issued by such L/C Issuer, the dates and amounts of any
draws under such Letters of Credit, the effective date of any increase or
decrease in the face amount of any Letters of Credit during such week and the
amount of any unreimbursed draws under such Letters of Credit; and (c) such
additional information reasonably requested by Agent from time to time with
respect to the Letters of Credit issued by such L/C Issuer.

         (e)      SWAP RELATED REIMBURSEMENT OBLIGATIONS.
                  ---------------------------------------

                  (i) Borrower agrees to reimburse GE Capital in immediately
available funds in the amount of any payment made by GE Capital under a Swap
Related L/C (such reimbursement obligation, whether contingent upon payment by
GE Capital under the Swap Related L/C or otherwise, being herein called a "SWAP
RELATED REIMBURSEMENT OBLIGATION"). No Swap Related Reimbursement Obligation for
any Swap Related L/C may exceed the amount of the payment obligations owed by
Borrower under the interest rate protection or hedging agreement or transaction
supported by the Swap Related L/C.

                  (ii) A Swap Related Reimbursement Obligation shall be due and
payable by Borrower within one (1) Business Day after the date on which the
related payment is made by GE Capital under the Swap Related L/C.

                  (iii) Any Swap Related Reimbursement Obligation shall, during
the period in which it is unpaid, bear interest at the rate per annum equal to
the LIBOR Rate plus one percent (1%), as if the unpaid amount of the Swap
Related Reimbursement Obligation were a LIBOR Loan, and not at any otherwise
applicable Default Rate. Such interest shall be payable upon demand. The
following additional provisions apply to the calculation and charging of
interest by reference to the LIBOR Rate:

                           (A) The LIBOR Rate shall be determined for each
         successive one-month LIBOR Period during which the Swap Related
         Reimbursement Obligation is unpaid, notwithstanding the occurrence of
         any Event of Default and even if the LIBOR Period were to extend beyond
         the Commitment Termination Date.

                           (B) If a Swap Related Reimbursement Obligation is
         paid during a monthly period for which the LIBOR Rate is determined,
         interest shall be pro-rated and charged for the portion of the monthly
         period during which the Swap Related Reimbursement Obligation was
         unpaid. SECTION 1.2(d) shall not apply to any payment of a Swap Related
         Reimbursement Obligation during the monthly period.

                           (C) Notwithstanding the last sentence of the
         definition of "LIBOR Rate", with respect to Swap Related Reimbursement
         Obligations if the LIBOR Rate is no longer available from Telerate News
         Service, the LIBOR Rate shall be determined by GE Capital from such
         financial reporting service or other information available to GE
         Capital as in GE Capital's reasonable discretion indicates GE Capital's
         cost of funds.

                  (iv) Except as provided in the foregoing provisions of this
SECTION 1.1(e) and in SECTION 1.3(e), Borrower shall not be obligated to pay to
GE Capital or any of its Affiliates any Letter of Credit Fee, or any other fees,


                                       8





  





  











  







 charges or expenses, in respect of a Swap Related L/C or arranging for any
interest rate protection or hedging agreement or transaction supported by the
Swap Related L/C. GE Capital and its Affiliates shall look to the beneficiary of
a Swap Related L/C for payment of any such letter of credit fees or other fees,
charges or expenses and such beneficiary may factor such fees, charges, or
expenses into the pricing of any interest rate protection or hedging arrangement
or transaction supported by the Swap Related L/C.

                  (v) If any Swap Related L/C is revocable prior to its
scheduled expiry date, GE Capital agrees not to cause or permit the Swap Related
L/C to be revoked unless the Commitment Termination Date or an Event of Default
has occurred.

                  (vi) GE Capital or any of its Affiliates shall be permitted to
(i) provide confidential or other information furnished to it by any of the
Credit Parties (including, without limitation, copies of any documents and
information in or referred to in the Closing Checklist, Financial Statements and
Compliance Certificates) to a beneficiary or potential beneficiary of a Swap
Related L/C and (ii) receive confidential or other information from the
beneficiary or potential beneficiary relating to any agreement or transaction
supported or to be supported by the Swap Related L/C. However, no confidential
information shall be provided to any Person under this paragraph unless the
Person has agreed to comply with the covenant substantially as contained in
SECTION 9.13 of this Agreement.

                  (f) FUNDING AUTHORIZATION. The proceeds of all Loans made
pursuant to this Agreement subsequent to the Closing Date are to be funded by
Agent by wire transfer to the account designated by Borrower below (the
"DISBURSEMENT ACCOUNT"):

                  Bank:             City National Bank
                  ABA No.:          122016066
                  Bank Address:     400 N. Roxbury Dr., Beverly Hills, CA
                                        90210-5002
                  Account No.:      001-477-951
                  Reference:        Radnet Management, Inc.

Borrower shall provide Agent with written notice of any change in the foregoing
instructions at least three (3) Business Days before the desired effective date
of such change.

         1.2      INTEREST AND APPLICABLE MARGINS.
                  --------------------------------

                  (a) Borrower shall pay interest to Agent, for the ratable
benefit of Lenders with respect to the various Loans made by each Lender (or in
the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in
arrears on each applicable Interest Payment Date, at the following rates: (i)
with respect to the Revolving Credit Advances which are designated as Index Rate
Loans (and for all other Obligations not otherwise set forth below), the Index
Rate plus the Applicable Revolver Index Margin per annum or, with respect to
Revolving Credit Advances which are designated as LIBOR Loans, at the election
of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin
per annum; (ii) with respect to such portion of the Term Loan B designated as an
Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per


                                       9





  





  











  







 annum or, with respect to such portion of the Term Loan B designated as a LIBOR
Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per
annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the
Applicable Revolver Index Margin per annum.

   The Applicable Margins are as follows:

             Applicable Revolver Index Margin                      2.00%

             Applicable Revolver LIBOR Margin                      3.50%

             Applicable Term Loan B Index Margin                   2.00%

             Applicable Term Loan B LIBOR Margin                   3.50%

             Applicable L/C Margin                                 3.50%

             Applicable Unused Line Fee Margin                     0.50%

                  (b) If any payment on any Loan becomes due and payable on a
day other than a Business Day, the maturity thereof will be extended to the next
succeeding Business Day (except as set forth in the definition of LIBOR Period)
and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension.

                  (c) All computations of Fees calculated on a per annum basis
and interest shall be made by Agent on the basis of a 360-day year, in each case
for the actual number of days occurring in the period for which such Fees and
interest are payable. The Index Rate is a floating rate determined for each day.
Each determination by Agent of an interest rate and Fees hereunder shall be
presumptive evidence of the correctness of such rates and Fees.

                  (d) So long as an Event of Default has occurred and is
continuing under SECTION 7.1(a), (f) or (g) and without notice of any kind, or
so long as any other Event of Default has occurred and is continuing and at the
election of Agent (or upon the written request of Requisite Lenders) confirmed
by written notice from Agent to Borrower, the interest rates applicable to the
Loans and the Letter of Credit Fee shall be increased by two percentage points
(2%) per annum above the rates of interest or the rate of such Fee otherwise
applicable hereunder ("DEFAULT RATE"), and the outstanding principal balance of
the Loans shall bear interest at the Default Rate applicable to such
Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue
from the initial date of such Event of Default until that Event of Default is
cured or waived and shall be payable upon demand, but in any event, shall be
payable on the next regularly scheduled payment date set forth herein for such
Obligation.

                  (e) Borrower shall have the option to (i) request that any
Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all
or any part of outstanding Loans (other than the Swing Line Loan) from Index
Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan,
subject to payment of the LIBOR Breakage Costs in accordance with SECTION 1.3(d)
if such conversion is made prior to the expiration of the LIBOR Period
applicable thereto, or (iv) continue all or any portion of any Loan (other than


                                       10





  





  











  







 the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR
Period and the succeeding LIBOR Period of that continued Loan shall commence on
the first day after the last day of the LIBOR Period of the Loan to be
continued. Any Loan or group of Loans having the same proposed LIBOR Period to
be made or continued as, or converted into, a LIBOR Loan must be in a minimum
amount of $5,000,000 and integral multiples of $500,000 in excess of such
amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd
Business Day prior to (1) the date of any proposed Revolving Credit Advance
which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period
with respect to any LIBOR Loans to be continued as such, or (3) the date on
which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR
Period designated by Borrower in such election. If no election is received with
respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day
prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall
be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must
make such election by notice to Agent in writing, by fax or overnight courier
(or by telephone, to be confirmed in writing on such day). In the case of any
conversion or continuation, such election must be made pursuant to a written
notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.2(e). No
Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of
Default has occurred and is continuing and Agent or Requisite Lenders have
determined not to make or continue any Loan as a LIBOR Loan as a result thereof.
No Loan may be made as or converted into a LIBOR Loan until the earlier of (i)
45 days after the Closing Date or (ii) completion of the primary syndication as
determined by Agent.

                  (f) Notwithstanding anything to the contrary set forth in this
SECTION 1.2, if a court of competent jurisdiction determines in a final order
that the rate of interest payable hereunder exceeds the highest rate of interest
permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum
Lawful Rate would be so exceeded, the rate of interest payable hereunder shall
be equal to the Maximum Lawful Rate; provided, however, that if at any time
thereafter the rate of interest payable hereunder is less than the Maximum
Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum
Lawful Rate until such time as the total interest received by Agent, on behalf
of Lenders, is equal to the total interest that would have been received had the
interest rate payable hereunder been (but for the operation of this paragraph)
the interest rate payable since the Closing Date as otherwise provided in this
Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of
interest and in the manner provided in SECTIONS 1.2(a) through (e), unless and
until the rate of interest again exceeds the Maximum Lawful Rate, and at that
time this paragraph shall again apply. In no event shall the total interest
received by any Lender pursuant to the terms hereof exceed the amount that such
Lender could lawfully have received had the interest due hereunder been
calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
Lawful Rate is calculated pursuant to this paragraph, such interest shall be
calculated at a daily rate equal to the Maximum Lawful Rate divided by the
number of days in the year in which such calculation is made. If,
notwithstanding the provisions of this SECTION 1.2(f), a court of competent
jurisdiction shall determine by a final, non-appealable order that a Lender has
received interest hereunder in excess of the Maximum Lawful Rate, Agent shall,
to the extent permitted by applicable law, promptly apply such excess as
specified in SECTION 1.5(e) and thereafter shall refund any excess to Borrower
or as such court of competent jurisdiction may otherwise order.

                                       11





  





  











  







         1.3      FEES.
                  -----

                  (a) 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 (the "GE CAPITAL FEE LETTER"), at the times
specified for payment therein.

                  (b) UNUSED LINE FEE. As additional compensation for the
Revolving Lenders, Borrower shall pay to Agent, for the ratable benefit of such
Lenders, in arrears, on the first Business Day of each month prior to the
Commitment Termination Date and on the Commitment Termination Date, a fee for
Borrower's non-use of available funds in an amount equal to the Applicable
Unused Line Fee Margin per annum multiplied by the difference between (x) the
Maximum Amount (as it may be reduced from time to time) and (y) the average for
the period of the daily closing balances of the Revolving Loan (including,
without duplication, Swing Line Loans) outstanding during the period for which
such Fee is due.

                  (c) LETTER OF CREDIT FEE. Borrower agrees to pay to Agent for
the benefit of Revolving Lenders, as compensation to such Revolving Lenders for
Letter of Credit Obligations incurred hereunder, (i) without duplication of
costs and expenses otherwise payable to Agent or Lenders hereunder, all
reasonable costs and expenses, without duplication of fees otherwise paid by
Borrower, incurred by Agent or any Lender on account of such Letter of Credit
Obligations, and (ii) for each month during which any Letter of Credit
Obligation shall remain outstanding, a fee (the "LETTER OF CREDIT FEE") in an
amount equal to the product of the average daily undrawn face amount of all
Letters of Credit issued, guaranteed or supported by risk participation
agreements multiplied by a per annum rate equal to the Applicable L/C Margin
from time to time in effect. Such fee shall be paid to Agent for the benefit of
the Revolving Lenders in arrears, on the first Business Day of each month and on
the Commitment Termination Date. In addition, Borrower shall pay to any L/C
Issuer, on demand, such reasonable fees, without duplication of fees otherwise
payable hereunder (including all per annum fees), charges and expenses of such
L/C Issuer in respect of the issuance, negotiation, acceptance, amendment,
transfer and payment of such Letter of Credit or otherwise payable pursuant to
the application and related documentation under which such Letter of Credit is
issued.

                  (d) LIBOR BREAKAGE COSTS. Upon (i) any default by Borrower in
making any borrowing of, conversion into or continuation of any LIBOR Loan
following Borrower's delivery to Agent of any LIBOR Loan request in respect
thereof or (ii) any payment of a LIBOR Loan on any day that is not the last day
of the LIBOR Period applicable thereto (regardless of the source of such
prepayment and whether voluntary, by acceleration or otherwise), Borrower shall
pay Agent, for the benefit of all Lenders that funded or were prepared to fund
any such LIBOR Loan, LIBOR Breakage Costs, if applicable.

                  (e) EXPENSES AND ATTORNEYS' FEES. Borrower agrees to pay all
reasonable, out-of-pocket fees, charges, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by Agent in connection with
any matters contemplated by or arising out of the Loan Documents, in connection
with the examination, review, due diligence investigation, documentation,
negotiation, closing and syndication of the transactions contemplated herein and
in connection with the continued administration of the Loan Documents including
any amendments, modifications, consents and waivers. Borrower agrees to promptly
pay all reasonable, out-of-pocket fees, charges, costs and expenses (including


                                       12





  





  











  







 fees, charges, costs and expenses of attorneys, auditors, appraisers,
consultants and advisors) incurred by Agent in connection with any amendment,
waiver, consent with respect to the Loan Documents, Event of Default, work-out
or action to enforce any Loan Document or to collect any payments due from
Borrower or any other Credit Party. In addition, in connection with any work-out
or action to enforce any Loan Document or to collect any payments due from
Borrower or any other Credit Party, Borrower agrees to promptly pay all
reasonable fees, charges, costs and expenses, including, without limitation,
reasonable attorneys' fees, incurred by Lenders. All fees, charges, costs and
expenses for which Borrower is responsible under this SECTION 1.3(E) shall be
deemed part of the Obligations when incurred, payable in accordance with the
penultimate sentence of SECTION 1.4 and secured by the Collateral.

         1.4      PAYMENTS
                  --------

         All payments by Borrower of the Obligations shall be without deduction,
defense, setoff or counterclaim and shall be made in same day funds and
delivered to Agent, for the benefit of Agent and Lenders, as applicable, by wire
transfer to the account identified on ANNEX E such other place as Agent may from
time to time designate in writing.

         Borrower shall receive credit on the day of receipt for funds received
by Agent by 2:00 p.m. (New York time). In the absence of timely receipt, such
funds shall be deemed to have been paid on the next Business Day. Whenever any
payment to be made hereunder shall be stated to be due on a day that is not a
Business Day, the payment may be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the amount of
interest and Fees due hereunder.

         Borrower hereby authorizes Lenders to make Revolving Credit Advances or
Swing Line Advances for the payment of Scheduled Installments, interest, Fees
and expenses, Letter of Credit reimbursement obligations and any amounts
required to be deposited with respect to outstanding Letter of Credit
Obligations pursuant to SECTIONS 1.5(f) OR 7.3; provided, that so long as no
Event of Default has occurred and is continuing, expense reimbursements pursuant
to SECTION 1.3(e) shall be payable 10 days after notice thereof to Borrower (and
otherwise such expense reimbursements shall be payable upon demand).

         1.5      PREPAYMENTS.
                  ------------

                  (a) VOLUNTARY PREPAYMENTS OF LOANS. At any time, Borrower may
prepay the Loans, in whole or in part, without premium or penalty subject to the
payment of LIBOR Breakage Costs, if applicable. Prepayments of Term Loan B shall
be applied in accordance with SECTION 1.5(e).

                  (b) PREPAYMENTS FROM EXCESS CASH FLOW. Within one hundred
(100) days after the end of each Fiscal Year commencing with the Fiscal Year
ended December 31, 2007, Borrower shall prepay the Loans in an amount equal to
seventy-five percent (75%) of the Excess Cash Flow for such Fiscal Year. The
calculation shall be based on the audited Financial Statements for Holdings and
its Subsidiaries. Any prepayments from Excess Cash Flow paid pursuant to this
SECTION 1.5(b) shall be applied in accordance with SECTION 1.5(e).

                                       13





  





  











  







                  (c) PREPAYMENTS FROM ASSET DISPOSITIONS. Immediately upon
receipt of any Net Proceeds in excess of $1,000,000 in the aggregate during any
Fiscal Year, Borrower shall prepay the Loans in an amount equal to such Net
Proceeds, except that Borrower or its Subsidiaries may reinvest all Net Proceeds
of any such Asset Disposition, within one hundred eighty (180) days, in fixed
assets. If Borrower does not intend to so reinvest such Net Proceeds or if the
period set forth in the immediately preceding sentence expires without Borrower
having reinvested the Net Proceeds of any such Asset Disposition, Borrower shall
prepay the Loans in an amount equal to such remaining Net Proceeds in accordance
with SECTION 1.5(e).

                  (d) PREPAYMENTS FROM ISSUANCE OF SECURITIES. 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
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.

                  (e) APPLICATION OF PROCEEDS. With respect to any prepayments
made by Borrower pursuant to SECTIONS 1.5(b), 1.5(c) and SECTION 1.5(d) and any
payments of Term Loan B pursuant to SECTION 1.5(a), such prepayments shall be
applied as follows: first, in payment of the Term Loan B in the inverse order of
maturity of the Scheduled Installments until the Term Loan B shall have been
prepaid in full; second, to any unpaid Swap Related Reimbursement Obligations
and Obligations then due and owing with respect to Interest Rate Agreements,
ratably to the aggregate combined balance of the unpaid Swap Related
Reimbursement Obligations and Obligations then due and owing with respect to
Interest Rate Agreements; third to reduce the outstanding principal balance of
the Swing Line Loan outstanding to Borrower until the same has been repaid in
full; and fourth, to the Revolving Credit Advances outstanding to Borrower until
the same has been repaid in full with a corresponding permanent reduction of the
Revolving Loan Commitment. Considering each type of Loan being prepaid
separately, any such prepayment shall be applied first to Index Rate Loans of
the type required to be prepaid before application to LIBOR Loans of the type
required to be prepaid, in each case in a manner which minimizes any resulting
LIBOR Breakage Costs.

                  (f) LETTER OF CREDIT OBLIGATIONS. In the event any Letters of
Credit are outstanding at the time that the Revolving Loan Commitment is
terminated, Borrower shall deposit with Agent for the benefit of all Revolving
Lenders cash in an amount equal to 105% of the aggregate outstanding Letter of
Credit Obligations to be available to Agent to reimburse payments of drafts
drawn under such Letters of Credit and pay any Fees and expenses related
thereto.

                                       14





  





  











  







                  (g) PRIMEDEX SUBORDINATED NOTES. In the event that the amount
required to redeem the Primedex Subordinated Notes (the "Required Amount") is
less than $15,626,464 (the "Target Amount"), Borrower shall, promptly upon the
redemption of the Primedex Subordinated Notes, prepay the outstanding Revolving
Credit Advances in an amount equal to the positive difference between the
Required Amount and the Target Amount (but such prepayment shall not require a
permanent reduction of the Revolving Loan Commitment).

         1.6      MATURITY.
                  ---------

         All of the Obligations shall become due and payable as otherwise set
forth herein, but in any event all of the remaining Obligations shall become due
and payable upon the Commitment Termination Date. Until the Termination Date,
Agent shall be entitled to retain the Liens on the Collateral granted under the
Collateral Documents and the ability to exercise all rights and remedies
available to them under the Loan Documents and applicable laws. Notwithstanding
anything contained in this Agreement to the contrary, upon any termination of
the Revolving Loan Commitment, all of the Obligations (other than contingent
indemnification obligations as to which no claim has been asserted) shall be due
and payable.

         1.7      LOAN ACCOUNTS.
                  --------------

         Agent shall maintain a loan account (the "LOAN ACCOUNT") on its books
to record: the name and federal employer identification number of each Lender,
all Advances and the Term Loan B, all payments made by Borrower, and all other
debits and credits as provided in this Agreement with respect to the Loans or
any other Obligations. All entries in the Loan Account shall be made in
accordance with Agent's customary accounting practices as in effect from time to
time. The balance in the Loan Account, as recorded on Agent's most recent
printout or other written statement, shall, absent manifest error, be
presumptive evidence of the amounts due and owing to Agent and Lenders by
Borrower; PROVIDED that any failure to so record or any error in so recording
shall not limit or otherwise affect (other than to the extent of such error)
Borrower's duty to pay the Obligations. Agent shall render to Borrower a monthly
accounting of transactions with respect to the Loans setting forth the balance
of the Loan Account for the immediately preceding month. Unless Borrower
notifies Agent in writing of any objection to any such accounting (specifically
describing the basis for such objection), within forty-five (45) days after the
date thereof, each and every such accounting shall, absent manifest error, be
presumptive evidence of all matters reflected therein. Only those items
expressly objected to in such notice shall be deemed to be disputed by Borrower.
Notwithstanding any provision herein contained to the contrary, any Lender may
elect (which election may be revoked) to dispense with the issuance of Notes to
that Lender and may rely on the Loan Account as evidence of the amount of
Obligations from time to time owing to it.

         1.8      YIELD PROTECTION.
                  -----------------

                  (a) CAPITAL ADEQUACY AND OTHER ADJUSTMENTS. In the event that
any Lender shall have determined that the adoption after the date hereof of any
law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy, reserve requirements or similar requirements
or compliance by any Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy, reserve requirements or similar
requirements (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) from any central bank or governmental
agency or body having jurisdiction does or shall have the effect of increasing


                                       15





  





  











  







 the amount of capital, reserves or other funds required to be maintained by such
Lender or any corporation controlling such Lender and thereby reducing the rate
of return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder, then Borrower shall from time to time within fifteen (15)
days after notice and demand from such Lender (together with the certificate
referred to in the next sentence and with a copy to Agent) pay to Agent, for the
account of such Lender, additional amounts sufficient to compensate such Lender
for such reduction; provided that if the respective Lender has unreasonably
delayed or withheld such notice and demand, the respective Lender shall not be
entitled to receive additional payments pursuant to this Section 1.8(a) for
periods occurring prior to the 180th day before the receipt of such notice and
demand. A certificate as to the amount of such cost and showing the basis of the
computation of such cost submitted by such Lender to Borrower and Agent shall be
presumptive evidence of the matters set forth therein.

                  (b) INCREASED LIBOR FUNDING COSTS; ILLEGALITY. Notwithstanding
anything to the contrary contained herein, if the introduction of or any change
in any law, rule, regulation, treaty or directive (or any change in the
interpretation thereof) after the date hereof shall make it unlawful, or any
central bank or other Governmental Authority shall assert that it is unlawful,
for any Lender to agree to make or to make or to continue to fund or maintain
any LIBOR Loan, then, unless that Lender is able to make or to continue to fund
or to maintain such LIBOR Loan at another branch or office of that Lender
without, in that Lender's opinion, adversely affecting it or its Loans or the
income obtained therefrom, on notice thereof and demand therefor by such Lender
to Borrower through Agent, (i) the obligation of such Lender to agree to make or
to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii)
Borrower shall forthwith prepay in full each such outstanding LIBOR Loans owing
to such Lender, together with interest accrued thereon, unless Borrower, within
five (5) Business Days after the delivery of such notice and demand, converts
all LIBOR Loans into Index Rate Loans. If, after the date hereof, the
introduction of, change in or interpretation of any law, rule, regulation,
treaty or directive would impose or increase reserve requirements (other than as
taken into account in the definition of LIBOR) and the result of any of the
foregoing is to increase the cost to Agent or any such Lender of issuing any
Letter of Credit or making or continuing any Loan hereunder, as the case may be,
or to reduce any amount receivable hereunder, then Borrower shall from time to
time within fifteen (15) days after notice and demand from Agent (together with
the certificate referred to in the next sentence) pay to Agent for the account
of all such affected Lenders additional amounts sufficient to compensate such
Lenders for such increased cost; provided that Borrower shall not be liable to
pay for any such amounts incurred or accrued more than one hundred eighty (180)
days prior to the date on which notice of the event giving rise to the
obligation to make such payment is given to Borrower, and provided further, that
such Lender shall not be entitled to any such additional amounts unless such
Lender is imposing similar types of assessments on other similarly situated
borrowers. A certificate as to the amount of such cost and showing the basis of
the computation of such cost submitted by Agent on behalf of all such affected
Lenders to Borrower shall be presumptive evidence of the matters set forth
therein.

         1.9      TAXES.
                  ------

                  (a) NO DEDUCTIONS; OTHER TAXES. Any and all payments or
reimbursements made hereunder or under any other Loan Documents shall be made
free and clear of and without deduction for any and all Charges, present or


                                       16





  





  











  







 future, taxes, levies, imposts, deductions or withholdings, and all liabilities
with respect thereto (including any interest, additions to tax or penalties
applicable thereto) of any nature whatsoever imposed by any Governmental
Authority ("TAXES"), excluding (a) such Taxes to the extent imposed on or
measured by Agent's or a Lender's net income (and franchise taxes, branch
profits taxes, taxes on doing business or other taxes imposed in lieu thereof)
as a result of a connection between such Agent or Lender and the jurisdiction of
the Governmental Authority imposing such Tax or any political subdivision or
taxing authority thereof or therein (other than any such connection that would
not have arisen but for such Agent or Lender having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document) and (b) any United States federal
withholding tax that is imposed on amounts payable to a Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement or is attributable to
such Foreign Lender's failure (other than as a result of a change in law, rule,
regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority) to comply with SECTION 1.9(c), except to
the extent that such Foreign Lender's assignor (if any) was entitled, at the
time of assignment, to receive additional amounts from the Borrower with respect
to such withholding tax pursuant to this SECTION 1.9(a) (collectively, "EXCLUDED
Taxes," and all such non-Excluded Taxes being referred to herein as
"NON-EXCLUDED TAXES"). If Borrower shall be required by law to deduct any
Non-Excluded Taxes or Other Taxes from or in respect of any sum payable
hereunder or under any other Loan Document to any Lender or Agent, then the sum
payable hereunder shall be increased as may be necessary so that, after making
all required deductions (including deductions applicable to additional sums
payable pursuant to this SECTION 1.9), such Lender or Agent receives an amount
equal to the sum it would have received had no such deductions been made. If any
amounts are payable in respect of Non-Excluded Taxes or Other Taxes pursuant to
the preceding sentence, Borrower agrees to reimburse each Lender or Agent, upon
the written request of such Lender or Agent and reasonable documentation of such
amounts, for any net additional taxes imposed on or measured by the net income
of such Lender or Agent as such Lender or Agent shall determine are payable in
respect of such amounts so paid to or on behalf of such Lender or Agent pursuant
to the preceding sentence and in respect of any amounts paid to or on behalf of
such Lender or Agent pursuant to this sentence. All required deductions shall be
withheld and timely paid over to the relevant Governmental Authority in
accordance with applicable law. In addition, Borrower agrees to timely pay to
the relevant Governmental Authority in accordance with applicable law any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any other Loan Document or from the execution, delivery, enforcement or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document ("OTHER TAXES").

                  (b) CHANGES IN TAX LAWS. In the event that, after the date
hereof (or in the case of an assignee or participant, the date of the relevant
assignment or sale of a participation), (1) any changes in any existing law,
regulation, treaty or directive or in the administration, interpretation or
application thereof, (2) any new law, regulation, treaty or directive enacted or
any administration, interpretation or application thereof, or (3) compliance
with any request, guideline or directive (whether or not having the force of
law) from any Governmental Authority:

                                       17





  





  











  







                           (i) does or shall subject Agent or any Lender to any
tax of any kind whatsoever with respect to this Agreement, or any other Loan
Documents or any Loans made or Letters of Credit issued hereunder, or change the
basis of taxation of payments to Agent or such Lender in respect thereof (except
for the imposition of, or any change in the rate of, any Excluded Tax); or

                           (ii) does or shall impose on Agent or any Lender any
other condition, cost or expense in connection with the transactions
contemplated hereby or participations herein; and the result of any of the
foregoing is to increase the cost to Agent or any such Lender of issuing or
maintaining any Letter of Credit or making or continuing any Loan hereunder, as
the case may be, or to reduce any amount receivable hereunder or under any other
Loan Document, then, in any such case, Borrower shall promptly pay to Agent or
such Lender, upon its demand with reasonable documentation thereof, any
additional amounts necessary to compensate Agent or such Lender, on an after-tax
basis, for such additional cost or reduced amount receivable, as reasonably
determined by Agent or such Lender; provided that Agent or such Lender shall not
be entitled to any such amounts to the extent that the event giving rise to such
additional cost or reduced amount receivable occurred more than 180 days prior
to the date such notice and demand is given to the Borrower; provided, however,
that if the event giving rise to such additional cost or reduced amount
receivable has a retroactive effect, then such 180-day period shall be extended
to include the period of such retroactive effect. If Agent or such Lender
becomes aware that it is entitled to claim any additional amounts pursuant to
this SECTION 1.9(b), it shall promptly notify Borrower of the event by reason of
which Agent or such Lender has become so entitled. A certificate as to any
additional amounts payable pursuant to the foregoing sentence submitted by Agent
or such Lender to Borrower (with a copy to Agent if applicable) shall be
presumptive evidence of the amount due. Borrower shall be presumptive evidence
of the amount due. Borrower shall pay Agent or such Lender, as the case may be,
the amount shown as due on any such certificate within ten (10) days after the
receipt thereof.

                  (c) FOREIGN LENDERS. Prior to becoming a Lender under this
Agreement and within fifteen (15) days after a reasonable written request of
Borrower or Agent from time to time thereafter, each such Person or Lender that
is not in each case a "United States person" (as such term is defined in IRC
Section 7701(a)(30)) for U.S. federal income tax purposes (a "FOREIGN LENDER")
shall provide to Borrower and Agent, if it is legally entitled to, a properly
completed and executed IRS Form W-8BEN or Form W-8ECI or other applicable form,
certificate or document prescribed by the IRS, certifying as to such Foreign
Lender's entitlement to an exemption from, or reduction in, United States
withholding tax with respect to payments to be made to such Foreign Lender under
this Agreement and under the Notes (a "CERTIFICATE OF EXEMPTION").

                  (d) INDEMNIFICATION. Borrower will indemnify each Lender and
Agent for the full amount of Non-Excluded Taxes and Other Taxes (including any
Non-Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts
payable under this SECTION 1.9) paid by such Lender or Agent, as the case may
be, and any liability (including penalties, interest and expenses including
reasonable attorney's fees and expenses) arising therefrom or with respect
thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or
legally asserted by the relevant Governmental Authority. A certificate as to the


                                       18





  





  











  







 amount of such payments or liabilities submitted by Lender or Agent to Borrower
(with a copy to Agent if applicable) shall be presumptive evidence of the amount
due. Borrower shall pay Agent or such Lender, as the case may be, the amount
shown as due on any such certificate within ten (10) day s after the receipt
thereof.

                  (e) EVIDENCE OF PAYMENTS. As soon as practicable after any
payment of Non-Excluded Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Agent.

                                   SECTION 2.
                               CONDITIONS TO LOANS
                               -------------------

         The obligations of Lenders and L/C Issuers to make Loans and to issue
or cause to be issued Letters of Credit are subject to satisfaction of all of
the applicable conditions set forth below.

         2.1      CONDITIONS TO INITIAL LOANS.
                  ----------------------------

         The obligations of Lenders and L/C Issuers to make the initial Loans
and to issue or cause to be issued Letters of Credit on the Closing Date are, in
addition to the conditions precedent specified in SECTION 2.2, subject to

                  (a) the Second Lien Loans shall have been, or shall reasonably
concurrently be, fully funded in an aggregate principal amount not to exceed
$135,000,000. The terms and conditions of the Second Lien Loans shall be
reasonably satisfactory in form and substance to the Agent and each Lender;

                  (b) EBITDA of Holdings and its Subsidiaries for the trailing
twelve Fiscal Month period ending August 31, 2006 (including adjustments, if
any, reasonably satisfactory to the Agent) shall have been at least $90,000,000;

                  (c) the Leverage Ratio as of August 31, 2006 based upon EBITDA
for the trailing twelve Fiscal Month period ending on such date, determined on a
pro forma basis after giving effect to the Loans and the Related Transactions,
shall not exceed 4.25:1;

                  (d) the Senior Leverage Ratio as of August 31, 2006 based upon
EBITDA for the trailing twelve Fiscal Month period ending on such date,
determined on a pro forma basis after giving effect to the Loans and the Related
Transactions, shall not exceed 2.75:1;

                  (e) total Funded Debt of Holdings and its Subsidiaries on a
consolidated basis after giving pro forma effect to the Loans and Related
Transactions shall not exceed $378,000,000;

                  (f) Agent shall have received satisfactory evidence that the
cash purchase price for the Acquisition (inclusive of aggregate fees, closing
costs, including those payable to Agent and Lenders) does not exceed $42,950,000
in the aggregate;

                                       19





  





  











  







                  (g) Agent shall have received copies of employment agreements
between Borrower and each of Dr. Howard Berger and Sami S. Abbasi, each of which
shall be in form and substance reasonably satisfactory to Agent and Lenders;

                  (h) the Related Transactions shall have been consummated in
accordance with their respective terms, except as may have been consented to in
writing by Agent;

                  (i) Borrower shall deliver all documents listed on, take all
actions set forth on and satisfy all other conditions precedent listed in the
Closing Checklist attached hereto as ANNEX C, all in form and substance, or in a
manner, reasonably satisfactory to Agent and Lenders; and

                  (j) Borrower shall have paid to the Agent all Fees required to
be paid on the Closing Date pursuant to the GE Capital Fee Letter, and shall
have reimbursed Agent for all fees, costs and expenses of closing presented as
of the Closing Date.

         2.2      CONDITIONS TO ALL LOANS.
                  ------------------------

         Except as otherwise expressly provided herein, no Lender or L/C Issuer
shall be obligated to fund any Advance or incur any Letter of Credit Obligation,
if, as of the date thereof (the "FUNDING DATE"):

                  (a) any representation or warranty by any Credit Party
contained herein or in any other Loan Document is untrue or incorrect in any
material respect (without duplication of any materiality qualifier contained
therein) as of such date, except to the extent that such representation or
warranty expressly relates to an earlier date, and Agent or Requisite Revolving
Lenders have determined not to make such Advance or incur such Letter of Credit
Obligation as a result of the fact that such warranty or representation is
untrue or incorrect;

                  (b) any Default or Event of Default has occurred and is
continuing or would result immediately after giving effect to any Advance (or
the incurrence of any Letter of Credit Obligation), and Agent or Requisite
Revolving Lenders shall have determined not to make any Advance or incur any
Letter of Credit Obligation as a result of that Default or Event of Default; or

                  (c) after giving effect to any Advance (or the incurrence of
any Letter of Credit Obligations), the outstanding amount of the Revolving Loan
would exceed remaining Borrowing Availability (except as provided in SECTION
1.1(b)(ii)).

The request and acceptance by Borrower of the proceeds of any Advance, the
incurrence of any Letter of Credit Obligations or the conversion or continuation
of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
date thereof, (i) a representation and warranty by Borrower that the conditions
in this SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrower of
the granting and continuance of Agent's Liens, on behalf of itself and Lenders,
pursuant to the Collateral Documents.

                                       20





  





  











  







                                   SECTION 3.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         To induce Agent and Lenders to enter into the Loan Documents, to make
Loans and to issue or cause to be issued Letters of Credit, Borrower and the
other Credit Parties executing this Agreement, jointly and severally, represent,
warrant and covenant to Agent and each Lender that the following statements are
and, after giving effect to the Related Transactions will remain true, correct
and complete until the Termination Date with respect to all Credit Parties.

         3.1      ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.
                  -------------------------------------------------------

                  (a) ORGANIZATION AND POWERS. Each of the Credit Parties and
each of their Subsidiaries is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and qualified to do
business in all states where such qualification is required except where failure
to be so qualified or be in good standing would not reasonably be expected to
have a Material Adverse Effect. The jurisdiction of organization and all
jurisdictions in which each Credit Party is qualified to do business as of the
Closing Date are set forth on SCHEDULE 3.1(a). Each of the Credit Parties and
each of their Subsidiaries has all requisite organizational power and authority
to own and operate its properties, to carry on its business as now conducted and
proposed to be conducted, to enter into each Loan Document and Related
Transactions Document to which it is a party and to incur the Obligations, grant
liens and security interests in the Collateral and carry out the Related
Transactions.

                  (b) CAPITALIZATION. As of the Closing Date: (i) the authorized
Stock of each of the Credit Parties and each of their Subsidiaries is as set
forth on SCHEDULE 3.1(b); (ii) all issued and outstanding Stock of each of the
Credit Parties and each of their Subsidiaries is duly authorized and validly
issued, fully paid, nonassessable (as applicable), free and clear of all Liens
other than those in favor of (A) Agent for the benefit of Agent and Lenders and
(B) Second Lien Agent for the benefit of Second Lien Agent and Second Lien
Lenders, and such Stock was issued in compliance with all applicable state,
federal and foreign laws concerning the issuance of securities; (iii) the
identity of the holders of the Stock of each of the Credit Parties (other than
Holdings) and their Subsidiaries and the percentage of their fully-diluted
ownership of the Stock of each of the Credit Parties and their Subsidiaries is
set forth on SCHEDULE 3.1(b); and (iv) no Stock of any Credit Party or any of
their Subsidiaries, other than those described above, are issued and
outstanding. Except as provided in SCHEDULE 3.1(b), as of the Closing Date,
there are no preemptive or other outstanding rights, options, warrants,
conversion rights or similar agreements or understandings for the purchase or
acquisition from any Credit Party or any of their Subsidiaries of any Stock of
any such entity. No Credit Party has any Subsidiaries except as set forth on
SCHEDULE 3.1(b).

                  (c) BINDING OBLIGATION. This Agreement is, and the other Loan
Documents and Related Transactions Documents when executed and delivered will
be, the legally valid and binding obligations of the Credit Parties, each
enforceable against each Credit Party, as applicable, in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting, creditors' rights generally
and the effects of general principles of equity.

                                       21





  





  











  







         3.2      DISCLOSURE.
                  -----------

         No representation or warranty of any Credit Party contained in this
Agreement, the Financial Statements referred to in SECTION 3.5, the other
Related Transactions (other than Projections, as to which the only
representation and warranty made is as set forth in Section 3.5 hereof), the
other Loan Documents or any other document, certificate or written statement
furnished to Agent or any Lender by or on behalf of any such Person for use in
connection with the Loan Documents or the Related Transactions Documents
contains any untrue statement of a material fact or omitted, omits or will omit
to state a material fact necessary in order to make the statements contained
herein or therein not misleading in any material respect in light of the
circumstances in which the same were made.

         3.3      NO MATERIAL ADVERSE EFFECT.
                  ---------------------------

         Since October 31, 2005 there have been no events or changes in facts or
circumstances affecting the Credit Parties which individually or in the
aggregate have had or would reasonably be expected to have a Material Adverse
Effect.

         3.4      NO CONFLICT.
                  ------------

         The consummation of the Related Transactions does not and will not
violate or conflict with any laws, rules, regulations or orders of any
Governmental Authority or violate, conflict with, result in a breach of, or
constitute a default (with due notice or lapse of time or both) under any
Contractual Obligation or organizational documents of any Credit Party or any of
its Subsidiaries, except if such violations, conflicts, breaches or defaults
have not had and would not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.

         3.5      FINANCIAL STATEMENTS AND PROJECTIONS.
                  -------------------------------------

         All Financial Statements concerning Holdings and its Subsidiaries which
have been or will hereafter be furnished to Agent pursuant to this Agreement,
including those listed below, have been or will be prepared in accordance with
GAAP consistently applied (except as disclosed therein) and do or will present
fairly in all material respects the financial condition of the entities covered
thereby as at the dates thereof and the results of their operations for the
periods then ended, subject to, in the case of unaudited Financial Statements,
the absence of footnotes and normal year-end adjustments.

         (a) The consolidated balance sheets at October 31, 2005 and the related
statement of income of Holdings and its Subsidiaries (except for Radiologix and
its Subsidiaries), for the Fiscal Year then ended, audited by Moss Adams LLP.

         (b) The consolidated balance sheet at August 31, 2006 and the related
statement of income of Holdings and its Subsidiaries (except for Radiologix and
its Subsidiaries) for the nine (9) months then ended.

                                       22





  





  











  







         (c) The consolidated balance sheets at December 31, 2005 and the
related statement of income of Radiologix and its Subsidiaries for the Fiscal
Year then ended, audited by Ernst & Young LLP.

         (d) The consolidated balance sheet at September 30, 2006 and the
related statement of income of Radiologix and its Subsidiaries for the nine (9)
months then ended.

The Projections delivered on or prior to the Closing Date and the updated
Projections delivered pursuant to SECTION 6.2(h) represent and will represent as
of the date thereof the good faith estimate of Borrower and its senior
management concerning the most probable course of its business.

         3.6      SOLVENCY.
                  ---------

         Borrower is Solvent and the Credit Parties and their Subsidiaries,
taken as a whole, are Solvent.

         3.7      USE OF PROCEEDS; MARGIN REGULATIONS.
                  ------------------------------------

                  (a) No part of the proceeds of any Loan will be used for
"buying" or "carrying" "margin stock" within the respective meanings of such
terms under Regulation U of the Board of Governors of the Federal Reserve System
as now and from time to time hereafter in effect or for any other purpose that
violates the provisions of the regulations of the Board of Governors of the
Federal Reserve System. If requested by Agent, each Credit Party will furnish to
Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

                  (b) Borrower shall utilize the proceeds of the Loans solely
for the Acquisition and the Refinancing (and to pay any related transaction
expenses and fees), and for the financing of Borrower's ordinary working capital
and general corporate needs. SCHEDULE 3.7 contains a description of Borrower's
sources and uses of funds as of the Closing Date, including Loans and Letter of
Credit Obligations to be made or incurred on that date, and a funds flow
memorandum detailing how funds from each source are to be transferred for
particular uses.

                  (c) None of Holdings or any of its Subsidiaries is subject to
regulation as (i) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (ii) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

         3.8      BROKERS.
                  --------

         No broker or finder acting on behalf of any Credit Party or Affiliate
thereof brought about the obtaining, making or closing of the Loans or the
Related Transactions, and no Credit Party or Affiliate thereof has any
obligation to any Person in respect of any finder's or brokerage fees in
connection therewith.

         3.9      COMPLIANCE WITH LAWS.
                  ---------------------

         Each Credit Party represents and warrants that it (i) is in compliance
and each of its Subsidiaries is in compliance with the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority
(including, without limitation, Executive Order No. 13224 on Terrorist


                                       23





  





  











  







 Financing, effective September 24, 2001, and the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56) and the obligations, covenants and
conditions contained in all Contractual Obligations other than those laws,
rules, regulations, orders and provisions of such Contractual Obligations the
noncompliance with which would not be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect, and (ii) maintains
and each of its Subsidiaries maintains all licenses, qualifications and permits
referred to above other than any failure to maintain which would not reasonably
be expected to have a Material Adverse Effect.

         3.10     INTELLECTUAL PROPERTY.
                  ----------------------

         As of the Closing Date, each of the Credit Parties and its Subsidiaries
owns, is licensed to use or otherwise has the right to use, all material
Intellectual Property used in or necessary for the conduct of its business as
currently conducted that is material to the financial condition, business or
operations of such Credit Party and its Subsidiaries and all such Intellectual
Property that is federally registered as of the Closing Date is identified on
SCHEDULE 3.10 and duly and properly registered, filed or issued in the
applicable office and jurisdictions for such registrations, filings or
issuances. As of the Closing Date, except as disclosed in SCHEDULE 3.10, to
their knowledge, the use of such Intellectual Property by the Credit Parties and
their Subsidiaries and the conduct of their businesses does not and has not been
alleged by any Person to infringe on the rights of any Person.

         3.11     INVESTIGATIONS, AUDITS, ETC.
                  ----------------------------

         As of the Closing Date, except as set forth on SCHEDULE 3.11, no Credit
Party or any of their Subsidiaries is the subject of an audit by the IRS or, to
each Credit Party's knowledge, any review by the IRS or any governmental
investigation concerning the violation or possible violation of any law.

         3.12     EMPLOYEE MATTERS.
                  -----------------

         As of the Closing Date, except as set forth on SCHEDULE 3.12, (a) no
Credit Party or Subsidiary of a Credit Party nor any of their respective
employees is subject to any collective bargaining agreement, (b) no petition for
certification or union election is pending with respect to the employees of any
Credit Party or any of their Subsidiaries and no union or collective bargaining
unit has sought such certification or recognition with respect to the employees
of any Credit Party or any of their Subsidiaries, (c) there are no strikes,
slowdowns, work stoppages or controversies pending or, to the best knowledge of
any Credit Party after due inquiry, threatened between any Credit Party or any
of their Subsidiaries and its respective employees, other than employee
grievances arising in the ordinary course of business which could not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect and (d) hours worked by and payment made to employees of each Credit
Party and each of their Subsidiaries comply in all material respects with the
Fair Labor Standards Act and each other federal, state, provincial, local or
foreign law applicable to such matters. Except as set forth on SCHEDULE 3.12,
neither Borrower nor any of its Subsidiaries is party to a material employment
contract.

                                       24





  





  











  







         3.13     LITIGATION; ADVERSE FACTS.
                  --------------------------

         Except as set forth on SCHEDULE 3.13, there are no judgments
outstanding against any Credit Party or any of its Subsidiaries or affecting any
property of any Credit Party or any of its Subsidiaries as of the Closing Date,
nor is there any Litigation pending, or to the best knowledge of any Credit
Party threatened, against any Credit Party or any of its Subsidiaries, in each
case which would reasonably be expected to result in any Material Adverse
Effect.

         3.14     OWNERSHIP OF PROPERTY; LIENS.
                  -----------------------------

         As of the Closing Date, the real estate ("REAL ESTATE") listed in
SCHEDULE 3.14 constitutes all of the real property owned, leased, subleased, or
used by any Credit Party or any of its Subsidiaries. As of the Closing Date,
each of the Credit Parties and each of its Subsidiaries owns good and marketable
fee simple title to all of its owned Real Estate, and valid and marketable
leasehold interests in all of its leased Real Estate, all as described on
SCHEDULE 3.14, and copies of all such leases or a summary of terms thereof
reasonably satisfactory to Agent have been delivered to Agent. SCHEDULE 3.14
further describes any Real Estate with respect to which any Credit Party or any
of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date.
As of the Closing Date, each of the Credit Parties and each of its Subsidiaries
also has good and marketable title to, or valid leasehold interests in, all of
its personal property and assets subject to applicable Permitted Encumbrances.
As of the Closing Date, none of the properties and assets of any Credit Party or
any of its Subsidiaries are subject to any Liens other than Permitted
Encumbrances, and there are no facts, circumstances or conditions known to
Borrower that are reasonably likely to result in any Liens (including Liens
arising under Environmental Laws) other than Permitted Encumbrances against the
properties or assets of any Credit Party or any of its Subsidiaries. Each of the
Credit Parties and each of its Subsidiaries has received all deeds, assignments,
waivers, consents, nondisturbance and attornment or similar agreements, bills of
sale and other documents, and has duly effected all recordings, filings and
other actions necessary to establish, protect and perfect such Credit Party's or
Subsidiary's right, title and interest in and to all such Real Estate and other
properties and assets. As of the Closing Date, SCHEDULE 3.14 also describes any
purchase options, rights of first refusal or other similar contractual rights
pertaining to any Real Estate. As of the Closing Date, no portion of any Credit
Party's or any of its Subsidiaries' Real Estate necessary to operate the
Borrower's business in the ordinary course has suffered any material damage by
fire or other material casualty loss that has not heretofore been repaired,
restored or otherwise remedied as reasonably necessary to operate the Borrower's
business in the ordinary course. As of the Closing Date, all material permits
required to have been issued or appropriate to enable the Real Estate to be
lawfully occupied and used for all of the purposes for which it is currently
occupied and used have been lawfully issued and are in full force and effect.

         3.15     ENVIRONMENTAL MATTERS.
                  ----------------------

                  (a) Except as set forth in SCHEDULE 3.15, as of the Closing
Date: (i) the Real Estate is free of contamination from any Hazardous Material
except for such contamination that could not reasonably be expected to
materially adversely impact the value or marketability of such Real Estate and
that could not reasonably be expected to result in Environmental Liabilities of
the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate;
(ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered


                                       25





  





  











  







 to occur any Release of Hazardous Materials on, at, in, under, above, to, from
or about any of their Real Estate where such Release could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect; (iii) the Credit Parties and their Subsidiaries are and have been in
compliance with all Environmental Laws, except for such noncompliance that could
not reasonably be expected to result in Environmental Liabilities of the Credit
Parties or their Subsidiaries in excess of $100,000 in the aggregate; (iv) the
Credit Parties and their Subsidiaries have obtained, and are in compliance with,
all Environmental Permits required by Environmental Laws for the operations of
their respective businesses as presently conducted or as proposed to be
conducted, except where the failure to so obtain or comply with such
Environmental Permits could not reasonably be expected to result in
Environmental Liabilities of the Credit Parties or their Subsidiaries in excess
of $100,000 in the aggregate, and all such Environmental Permits are valid,
uncontested and in good standing; (v) no Credit Party and no Subsidiary of a
Credit Party is involved in operations or knows of any facts, circumstances or
conditions, including any Releases of Hazardous Materials, that are likely to
result in any Environmental Liabilities of such Credit Party or Subsidiary which
could reasonably be expected to be in excess of $100,000 in the aggregate, and
no Credit Party or Subsidiary of a Credit Party has permitted any current or
former tenant or occupant of the Real Estate to engage in any such operations;
(vi) there is no Litigation arising under or related to any Environmental Laws,
Environmental Permits or Hazardous Material that seeks damages, penalties,
fines, costs or expenses in excess of $100,000 in the aggregate or injunctive
relief against, or that alleges criminal misconduct by any Credit Party or any
Subsidiary of a Credit Party; (vii) no notice has been received by any Credit
Party or any Subsidiary of a Credit Party identifying any of them as a
"potentially responsible party" or requesting information under CERCLA or
analogous state statutes, and to the knowledge of the Credit Parties, there are
no facts, circumstances or conditions that may result in any of the Credit
Parties or their Subsidiaries being identified as a "potentially responsible
party" under CERCLA or analogous state statutes; and (viii) the Credit Parties
have provided to Agent copies of all existing environmental reports, reviews and
audits and all written information pertaining to actual or potential
Environmental Liabilities, in each case in possession of the Credit Parties
relating to any of the Credit Parties or their Subsidiaries.

                  (b) Each Credit Party hereby acknowledges and agrees that
Agent (i) is not now, and has not ever been, in control of any of the Real
Estate or affairs of such Credit Party or its Subsidiaries , and (ii) does not
have the capacity through the provisions of the Loan Documents or otherwise to
influence any Credit Party's or its Subsidiaries' conduct with respect to the
ownership, operation or management of any of their Real Estate or compliance
with Environmental Laws or Environmental Permits.

         3.16     ERISA.
                  ------

                  (a) SCHEDULE 3.16 lists all Title IV Plans and Multiemployer
Plans. As of the Closing Date, copies of all such listed Plans, together with a
copy of the three most recent form IRS/DOL 5500-series for each such Plan, to
the extent applicable, have been delivered to Agent. Except with respect to
Multiemployer Plans, each Qualified Plan has been determined by the IRS to
qualify under Section 401(a) of the IRC, and to the knowledge of the applicable
Credit Party, nothing has occurred that would cause the loss of such
qualification. Except as would not reasonably be expected to have a Material


                                       26





  





  











  







 Adverse Effect, each Plan is in material compliance with the applicable
provisions of ERISA and the IRC. Neither any Credit Party nor ERISA Affiliate
has failed to make any contribution or pay any amount due as required by either
Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV
Plan. No Credit Party has engaged in a "prohibited transaction," as defined in
Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan,
that would subject any Credit Party to a material tax on prohibited transactions
imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

                  (b) As of the Closing Date, except as set forth in SCHEDULE
3.16: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA
Event or event described in Section 4062(e) of ERISA with respect to any Title
IV Plan has occurred or is reasonably expected to occur; (iii) there are no
pending, or to the knowledge of Borrower, threatened claims (other than claims
for benefits in the normal course), sanctions, actions or lawsuits, asserted or
instituted against any Plan or any Person as fiduciary or sponsor of any Plan
that could result in liability to a Credit Party; (iv) within the last five
years no Title IV Plan of any Credit Party or ERISA Affiliate has been
terminated, whether or not in a "standard termination" as that term is used in
Section 404(b)(1) of ERISA, that remains unsatisfied or could reasonably be
expected to result in liability to any Credit Party in excess of $500,000, nor
has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any
time within the past five years) with Unfunded Pension Liabilities been
transferred outside of the "controlled group" (within the meaning of Section
4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate that has or could
reasonably be expected to result in a Material Adverse Effect.

         3.17     DEPOSIT AND DISBURSEMENT ACCOUNTS.
                  ----------------------------------

         SCHEDULE 3.17 lists all banks and other financial institutions at which
any Credit Party maintains deposit or other accounts as of the Closing Date,
including any Disbursement Accounts, and such SCHEDULE correctly identifies the
name, address and telephone number of each depository, the name in which the
account is held, a description of the purpose of the account, and the complete
account number therefor.

         3.18     AGREEMENTS AND OTHER DOCUMENTS.
                  -------------------------------

         As of the Closing Date, each Credit Party has provided to Agent or its
counsel, on behalf of Lenders, accurate and complete copies (or summaries) of
all of the following agreements or documents to which it is subject and each of
which is listed in SCHEDULE 3.18: supply agreements and purchase agreements not
terminable by such Credit Party within sixty (60) days following written notice
issued by such Credit Party and involving transactions in excess of $1,000,000
per annum (other than purchase orders entered into in the ordinary course of
business); leases of Equipment having a remaining term of one year or longer and
requiring aggregate rental and other payments in excess of $500,000 per annum
(other than purchase orders entered into in the ordinary course of business);
licenses and permits held by the Credit Parties, the absence of which would
reasonably be expected to have a Material Adverse Effect; instruments and
documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit
Party, other than guaranties issued by Holdings or Borrower of leases for leased
premises of any Credit Party, and any Lien granted by such Credit Party with
respect thereto which are to remain in effect after the Closing Date; and
instruments and agreements evidencing the issuance of any equity securities,
warrants, rights or options to purchase equity securities of such Credit Party.

                                       27





  





  











  







         3.19     INSURANCE.
                  ----------

         Each Credit Party represents and warrants that it and each of its
Subsidiaries currently maintains in good repair, working order and condition
(normal wear and tear excepted) all material properties as set forth in SECTION
4.2 and maintains all insurance described in such SECTION. SCHEDULE 3.19 lists
all insurance policies of any nature maintained, as of the Closing Date, for
current occurrences by each Credit Party, as well as a summary of the key
business terms of each such policy such as deductibles, coverage limits and term
of policy.

         3.20     TAXES AND TAX RETURNS.
                  ----------------------

                  (a) As of the Closing Date, (i) all Tax Returns required to be
filed by the Credit Parties have been timely and properly filed and (ii) all
taxes that are due (other than taxes being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided for
in accordance with GAAP) have been paid, in each case except where the failure
to file Tax Returns or pay Taxes would not reasonably be expected to have a
Material Adverse Effect. No Governmental Authority has asserted any claim for
taxes, or to any Credit Party's knowledge, has threatened to assert any claim
for taxes that would, if not paid by a Credit Party, have a Material Adverse
Effect. All taxes required by law to be withheld or collected and remitted
(including, without limitation, income tax, unemployment insurance and workmen's
compensation premiums) with respect to the Credit Parties have been withheld or
collected and paid to the appropriate Governmental Authorities (or are properly
being held for such payment), except for amounts the nonpayment of which would
not be reasonably likely to have a Material Adverse Effect.

                  (b) None of the Credit Parties has been notified that either
the IRS, or any other Governmental Authority, has raised or intends to raise,
any adjustments with respect to Taxes of the Credit Parties, which adjustments
would be reasonably likely to have a Material Adverse Effect.

         3.21     INACTIVE SUBSIDIARIES.
                  ----------------------

         No Inactive Subsidiary (i) engages in any trade or business or owns any
assets (other than Stock of their respective Subsidiaries) with a fair market
value in the aggregate in excess of $10,000 or (ii) has outstanding or incurred
any Indebtedness or Guaranteed Indebtedness.

         3.22     HEALTH CARE MATTERS.
                  --------------------

                  (a) COMPLIANCE WITH HEALTH CARE LAWS; PERMITS. Each Credit
Party and each of their Subsidiaries, and any Person acting on their behalf, is
in compliance in all material respects with all Health Care Laws applicable to
it, its products and its properties or other assets or its business or
operation, including its provision of professional services. Each Credit Party
and each of their Subsidiaries, and any Person acting on their behalf, has in
effect all Permits, including, without limitation, all Permits necessary for it
to own, lease or operate its properties and other assets and to carry on its
business and operations, including its provision of professional services, as
presently conducted. All such Permits are in full force and effect and there has
occurred no default under, or violation of, any such Permit. Except as set forth
on SCHEDULE 3.22, no action, demand, requirement or investigation by any


                                       28





  





  











  







 Governmental Authority and no suit, action or proceeding by any other person, in
each case with respect to each Credit Party, each of their Subsidiaries, any
Person acting on their behalf, or any of their respective properties, other
assets or provision of professional services under any Requirements of Law, is
pending or, to the knowledge of each Credit Party and their Subsidiaries,
threatened.

                  (b) FILINGS. Except as set forth on SCHEDULE 3.22, all
reports, documents, claims, notices or approvals required to be filed, obtained,
maintained or furnished to any Governmental Authority have been so filed,
obtained, maintained or furnished, and all such reports, documents, claims and
notices were complete and correct in all material respects on the date filed (or
were corrected in or supplemented by a subsequent filing).

                  (c) MATERIAL STATEMENTS. No Credit Party nor any of their
Subsidiaries, nor any officer, affiliate, employee or agent of any Credit Party
or any of their Subsidiaries, has made an untrue statement of a material fact or
fraudulent statement to any Governmental Authority, failed to disclose a
material fact required to any Governmental Authority, or committed an act, made
a statement, or failed to make a statement that, at the time such disclosure was
made, would reasonably be expected to constitute a violation of any Health Care
Law. No Credit Party nor any of their Subsidiaries, nor any officer, affiliate,
employee or agent of any Credit Party or any of their Subsidiaries, has made any
untrue statement of fact regarding claims incurred but not reported.

                  (d) BILLING. Each Credit Party, each of their Subsidiaries and
each contracting physician of each Credit Party or any of their Subsidiaries (to
the extent required) has the requisite provider number or other Permit to bill
the Medicare program (to the extent such entity participates in the Medicare
program), the respective Medicaid program in the state or states in which such
entity operates, and all other Third Party Payor Programs (as defined below),
including but not limited to Capitated Contracts with managed care
organizations, that each Credit Party and each of their Subsidiaries currently
bill. There is no investigation, audit, claim review, or other action pending,
or to the knowledge of any Credit Party or their Subsidiaries, threatened which
could result in a revocation, suspension, termination, probation, restriction,
limitation, or non-renewal of any Third Party Payor (as defined below) provider
number or result in any Credit Party's or any of their Subsidiaries' exclusion
from any Third Party Payor Program. No Credit Party nor any of their
Subsidiaries has billed or received any payment or reimbursement in excess of
amounts allowed by any Health Care Law or other law. For purposes of this
Agreement, a "THIRD PARTY PAYOR" means Medicare, Medicaid, TRICARE, Blue Cross
and/or Blue Shield, state government insurers, private insurers and any other
person or entity which presently or in the future maintains Third Party Payor
Programs. In addition, for purposes of this Agreement, "THIRD PARTY PAYOR
PROGRAMS" means all third party payor programs in which Borrower, each of the
Credit Parties and each of its Subsidiaries participates (including, without
limitation, Medicare, Medicaid, TRICARE or any other federal or state health
care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or
any other private insurance programs).

                  (e) PROCEEDINGS. There are no facts, circumstances or
conditions that would reasonably be expected to form the basis for any material
investigation, suit, claim, audit, action (legal or regulatory) or proceeding
(legal or regulatory) by a Governmental Authority against or affecting any
Credit Party or any of their Subsidiaries relating to any of the Health Care
Laws.

                                       29





  





  











  







                  (f) PROHIBITED TRANSACTIONS. No Credit Party, any of their
Subsidiaries or any Person acting on behalf of any Credit Party or any of their
Subsidiaries is a party to any contract, lease agreement or other arrangement
(including any joint venture, service or consulting agreement) with any
physician, physician group, health care facility, hospital, nursing facility,
home health agency or other person who is in a position to make or influence
referrals to or otherwise generate business to provide services, lease space,
lease equipment or engage in any other venture or activity, other than
agreements which are in compliance with all applicable Health Care Laws. No
Credit Party, any of their Subsidiaries, or any person acting on behalf of any
Credit Parties or any their Subsidiaries, directly or indirectly: (1) offered or
paid any remuneration, in cash or in kind, to, or made any financial
arrangements with, any past, present or potential patient, supplier, medical
staff member, contractor or Third Party Payor of any Credit Parties and/or any
of their Subsidiaries in order to illegally obtain business or payments from
such person; (2) given or agreed to give, or is aware that there has been made
or that there is any illegal agreement to make, any illegal gift or gratuitous
payment of any kind, nature or description (whether in money, property or
services) to any past, present or potential patient, supplier, contractor, Third
Party Payor or any other person; (3) made or agreed to make, or is aware that
there has been made or that there is any agreement to make, any contribution,
payment or gift of funds or property to, or for the private use of, any
governmental official, employee or agent where either the contribution, payment
or gift or the purpose of such contribution, payment or gift is or was illegal
under the laws of any government entity having jurisdiction over such payment,
contribution or gift; (4) established or maintained any unrecorded fund or asset
for any purpose or made any misleading, false or artificial entries on any of
its books or records for any reason; or (5) made, or agreed to make, or is aware
that there has been made or that there is any agreement to make, any payment to
any person with the intention or understanding that any part of such payment
would be used or was given for any purpose other than that described in the
documents supporting such payment.

                  (g) FAIR MARKET VALUE. The compensation paid or to be paid by
each Credit Party and each of their Subsidiaries to any physician or physician
group who is employed by or contracted with each Credit Party or any of their
Subsidiaries is fair market value for the services and items actually provided
by such physician, not taking into account the value or volume of referrals or
other business generated by such physicians or physician groups for each Credit
Party or each of their Subsidiaries. Each Credit Party and each of their
Subsidiaries has at all times maintained a written agreement with each physician
or physician group receiving compensation from each Credit Party or any of their
Subsidiaries.

                  (h) MEDICARE/MEDICAID. There are no Medicare or Medicaid
termination proceedings underway with respect to any of the Credit Parties, each
entity meets the Medicare conditions of participation and, to our knowledge
after such reasonable investigation under the circumstances, no employee or
independent contractor of any Credit Parties has been excluded in participating
in Medicare or Medicaid or any similar federal programs.

                  (i) COMPLIANCE. Each Credit Parties possess and implement all
necessary policies and procedures to ensure that all aspects of each Credit
Parties' operations, their employees, and all healthcare providers under
contract with any Credit Party, comply with all applicable Health Care Laws.

                                       30





  





  











  







                  (j) CORPORATE INTEGRITY AGREEMENTS, ETC. No Credit Party, nor
any of their Subsidiaries, is a party to any corporate integrity agreements,
monitoring agreements, consent decrees, settlement orders, or similar agreement
with or imposed by any Governmental Authority.

         3.23     MERGER AGREEMENT.
                  -----------------

         As of the Closing Date, Borrower has delivered to Agent a complete and
correct copy of the Merger Agreement (including all schedules, exhibits,
amendments, supplements, modifications, assignments and all other documents
delivered pursuant thereto or in connection therewith). No Credit Party, and to
the knowledge of any Credit Party, no other Person party thereto is in material
default in the performance or compliance with any provisions thereof. The Merger
Agreement complies with, in all material respects, and the Acquisition has been
consummated in accordance with all applicable laws. All covenants and conditions
to be performed by Radiologix under the Merger Agreement (including all
schedules, exhibits, amendments, supplements, modifications, assignments and all
other documents delivered pursuant thereto or in connection therewith) have been
performed or satisfied in all material respects. The Merger Agreement is in full
force and effect as of the Closing Date and has not been terminated, rescinded
or withdrawn. All material approvals by Governmental Authorities having
jurisdiction over any Credit Party and other Persons referenced therein, with
respect to the transactions contemplated by the Merger Agreement, have been
obtained, and no such approvals impose any conditions to the consummation of the
transactions contemplated by the Merger Agreement or to the conduct by any
Credit Party of its business thereafter. To Borrower's actual knowledge, the
Radiologix's representations and warranties in the Merger Agreement are not
untrue or misleading in any material respect.

         3.24     NO EARN-OUTS.
                  -------------

         No "earn-outs" or any similar payment obligations are payable by any
Credit Party or any of their respective Subsidiaries in connection with the
Acquisition or any transaction occurring in connection therewith.

                                   SECTION 4.
                              AFFIRMATIVE COVENANTS
                              ---------------------

         Each Credit Party executing this Agreement jointly and severally agrees
as to all Credit Parties that from and after the date hereof and until the
Termination Date:

         4.1      COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.
                  -------------------------------------------------

         Each Credit Party will (a) comply with and shall cause each of its
Subsidiaries to comply with (i) the requirements of all applicable material
laws, rules, regulations and orders of any Governmental Authority (including,
without limitation, laws, rules, regulations and orders relating to taxes,
employer and employee contributions, securities, employee retirement and welfare
benefits, environmental protection matters and employee health and safety) as
now in effect and which may be imposed in the future in all jurisdictions in
which any Credit Party or any of its Subsidiaries is now doing business or may
hereafter be doing business and (ii) the obligations, covenants and conditions


                                       31





  





  











  







 contained in all Contractual Obligations of such Credit Party or any of its
Subsidiaries other than the noncompliance with which would not be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to
maintain or obtain all licenses, qualifications and permits now held or
hereafter required to be held by such Credit Party or any of its Subsidiaries,
for which the loss, suspension, revocation or failure to obtain or renew, would
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. This SECTION 4.1 shall not preclude any Credit Party or
its Subsidiaries from contesting any taxes or other payments, if they are being
diligently contested in good faith in a manner which stays enforcement thereof
and if appropriate expense provisions have been recorded in conformity with
GAAP, subject to SECTION 5.2 and no Lien (other than a Permitted Encumbrance) in
respect thereof has been created.

         4.2      INSURANCE.
                  ----------

         Each Credit Party will maintain or cause to be maintained, with
insurers reasonably acceptable to Agent, public liability and property damage
insurance with respect to its business and properties and the business and
properties of its Subsidiaries against loss or damage of the kinds customarily
carried or maintained by corporations of established reputation engaged in
substantially similar businesses and in amounts reasonably acceptable to Agent
and will deliver evidence thereof to Agent. Agent confirms that the insurance in
effect on the Closing Date is reasonably acceptable to it. The Credit Parties
shall maintain business interruption insurance providing coverage for a period
of at least six (6) months and in an amount not less than $30,000,000. Each
Credit Party shall, pursuant to endorsements and/or assignments in form and
substance reasonably satisfactory to Agent, (i) cause Agent to be named as
lender's loss payee in the case of casualty insurance, and assignee in the case
of all business interruption insurance, in each case for the benefit of Agent
and Lenders and (ii) cause Agent and each Lender to be named as additional
insureds in the case of all liability insurance other than professional
liability insurance. So long as no Event of Default has occurred and is
continuing, proceeds of business interruption insurance will be released to the
Credit Parties. In the event any Credit Party fails to provide Agent with
evidence of the insurance coverage required by this Agreement, Agent may
purchase insurance at such Credit Party's expense to protect Agent's interests
in the Collateral. This insurance may, but need not, protect such Credit Party's
interests. The coverage purchased by Agent may not pay any claim made by such
Credit Party or any claim that is made against such Credit Party in connection
with the Collateral. Such Credit Party may later cancel any insurance purchased
by Agent, but only after providing Agent with evidence that such Credit Party
has obtained insurance as required by this Agreement. If Agent purchases
insurance for the Collateral, such Credit Party will be responsible for the
costs of that insurance, including interest and other Charges imposed by Agent
in connection with the placement of the insurance, until the effective date of
the cancellation or expiration of the insurance. The costs of the insurance may
be added to the Obligations. The costs of the insurance may be more than the
cost of insurance such Credit Party is able to obtain on its own.

         4.3      INSPECTION; LENDER MEETING.
                  ---------------------------

         Upon three (3) days' prior written notice to the Credit Parties and the
Lenders, each Credit Party shall permit any authorized representatives of Agent
to visit, audit and inspect any of the properties of such Credit Party and its


                                       32





  





  











  







 Subsidiaries, including its and their financial and accounting records (which
audits and inspections of financial and accounting records shall in the absence
of an Event of Default take place in Borrower's corporate office), and to make
copies and take extracts therefrom, and to discuss its and their affairs,
finances and business with its and their officers and certified public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably requested (collectively a "FIELD REVIEW"); provided, that,
upon the occurrence and continuance of an Event of Default, Agent shall not be
required to provide any notice to the Credit Parties prior to the performance of
a Field Review; provided further, that, so long as no Event of Default has
occurred and is continuing, Agent shall be limited to two (2) Field Reviews
during any calendar year. Representatives of each Lender will be permitted to
accompany representatives of Agent during each Field Review at such Lender's
expense. In addition to the foregoing, each Credit Party will participate and
will cause key management personnel of each Credit Party and its Subsidiaries to
participate in a meeting with Agent and Lenders at least once during each year,
which meeting shall be held at such time and such place as may be reasonably
requested by Agent.

         4.4      ORGANIZATIONAL EXISTENCE.
                  -------------------------

         Except as otherwise permitted by SECTION 5.6, each Credit Party will
and will cause its material Subsidiaries to at all times preserve and keep in
full force and effect its organizational existence and all rights and franchises
material to its business.

         4.5      ENVIRONMENTAL MATTERS.
                  ----------------------

         Each Credit Party shall and shall cause each Person within its control
to: (a) conduct its operations and keep and maintain its Real Estate in
compliance with all Environmental Laws and Environmental Permits other than
noncompliance that would not reasonably be expected to have a Material Adverse
Effect; (b) implement any and all investigation, remediation, removal and
response actions that are appropriate or necessary to maintain the value and
marketability of the Real Estate or to otherwise comply with Environmental Laws
and Environmental Permits pertaining to the presence, generation, treatment,
storage, use, disposal, transportation or Release of any Hazardous Material on,
at, in, under, above, to, from or about any of its Real Estate, except where the
failure to do so would not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; (c) notify Agent promptly after
such Credit Party or any Person within its control becomes aware of any
violation of Environmental Laws or Environmental Permits or any Release on, at,
in, under, above, to, from or about any Real Estate that is reasonably likely to
result in Environmental Liabilities to a Credit Party or its Subsidiaries in
excess of $100,000; and (d) promptly forward to Agent a copy of any order,
notice of actual or alleged violation or liability, request for information or
any communication or report received by such Credit Party or any Person within
its control in connection with any such violation or Release or any other matter
relating to any Environmental Laws or Environmental Permits that could
reasonably be expected to result in Environmental Liabilities in excess of
$100,000, in each case whether or not the Environmental Protection Agency or any
Governmental Authority has taken or threatened any action in connection with any
such violation, Release or other matter. If Agent at any time has a reasonable
basis to believe that there may be a violation of any Environmental Laws or
Environmental Permits by any Credit Party or any Person under its control or any
Environmental Liability arising thereunder, or a Release of Hazardous Materials
on, at, in, under, above, to, from or about any of its Real Estate, that, in


                                       33





  





  











  







 each case, could reasonably be expected to have a Material Adverse Effect, then
each Credit Party and its Subsidiaries shall, upon Agent's written request (i)
cause the performance of such environmental audits including subsurface sampling
of soil and groundwater, and preparation of such environmental reports, at
Borrower's expense, as Agent may from time to time reasonably request, which
shall be conducted by reputable environmental consulting firms reasonably
acceptable to Agent and shall be in form and substance reasonably acceptable to
Agent, and (ii) if the Credit Parties fail to perform (or cause performance of)
any environmental audit under SECTION 4.5(d)(i) above within a reasonable time
after receiving a written request from Agent, Credit Parties shall permit Agent
or its representatives to have reasonable access to all Real Estate for the
purpose of conducting such environmental audits and testing as Agent deems
appropriate, including subsurface sampling of soil and groundwater. Borrower
shall reimburse Agent for the costs of such audits and tests and the same will
constitute a part of the Obligations. Agent confirms that the environmental
reports provided on or before the Closing Date are satisfactory to it.

         4.6      LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS, BAILEE LETTERS
                  -----------------------------------------------------------
                  AND REAL ESTATE PURCHASES.
                  --------------------------

         Each Credit Party shall use reasonable efforts to obtain a landlord's
agreement, mortgagee agreement or bailee letter, as applicable, from the lessor
of Borrower's corporate office, which agreement or letter shall contain a waiver
or subordination of all Liens or claims that the landlord, mortgagee or bailee
may assert against the Collateral at that location, and shall otherwise be
reasonably satisfactory in form and substance to Agent. Each Credit Party shall
and shall cause its Subsidiaries to timely and fully pay and perform their
obligations under all leases and other agreements with respect to each leased
location or public warehouse where any Collateral is or may be located (other
than Collateral in an aggregate amount for all such locations not to exceed
$100,000 in the aggregate).

         4.7      FURTHER ASSURANCES.
                  -------------------

                  (a) Each Credit Party shall, from time to time, execute such
guaranties, financing statements, documents, security agreements and reports as
Agent or Requisite Lenders at any time may reasonably request to evidence,
perfect or otherwise implement the guaranties and security for repayment of the
Obligations contemplated by the Loan Documents.

                  (b) In the event any Credit Party acquires a fee ownership
interest in real property after the Closing Date, such Credit Party shall
deliver to Agent a fully executed mortgage or deed of trust over such real
property in form and substance reasonably satisfactory to Agent, together with
such title insurance policies, surveys, appraisals, evidence of insurance, legal
opinions, environmental assessments and other documents and certificates as
shall be reasonably required by Agent.

                  (c) Each Credit Party shall (i) cause each Person (other than
Inactive Subsidiaries), upon its becoming a Domestic Subsidiary of such Credit
Party (provided that this shall not be construed to constitute consent by any of
the Lenders to any transaction not expressly permitted by the terms of this
Agreement), promptly to guaranty the Obligations and to grant to Agent, for the
benefit of Agent and Lenders, a security interest in the real, personal and
mixed property of such Domestic Subsidiary to secure the Obligations and (ii)


                                       34





  





  











  







 pledge, or cause to be pledged, to Agent, for the benefit of Agent and Lenders,
all of the Stock of such Domestic Subsidiary to secure the Obligations. Each
Credit Party shall pledge, or cause to be pledged, to Agent, for the benefit of
Agent and Lenders, 66% of the outstanding voting Stock and 100% of the
outstanding nonvoting Stock of any person upon its becoming a first tier Foreign
Subsidiary of any Credit Party. The documentation for such guaranty, security
and pledge shall be substantially similar to the Loan Documents executed
concurrently herewith with such modifications as are reasonably requested by
Agent.

         4.8      PAYMENT OF TAXES.
                  -----------------

         Each Credit Party shall timely pay and discharge (or cause to be paid
and discharged) all material taxes, assessments and governmental and other
charges or levies imposed upon it or upon its income or profits, or upon
property belonging to it; provided that such Credit Party shall not be required
to pay any such tax, assessment, charge or levy that is being contested in good
faith by appropriate proceedings and for which the affected Credit Party shall
have set aside on its books adequate reserves with respect thereto in
conformance with GAAP.

         4.9      CASH MANAGEMENT SYSTEMS.
                  ------------------------

         Borrower shall, and shall cause each other Credit Party to, enter into
Control Agreements with respect to each deposit account maintained by Borrower
or any Subsidiary of Borrower (other than any payroll account or other
disbursement account which is a zero balance account) as of or after the Closing
Date. Each such deposit account control agreement shall be in form and substance
reasonably satisfactory to Agent. The Credit Parties shall, on or prior to
December 31, 2006, close each bank account marked by an asterisk on SCHEDULE
3.17.

         4.10     INTEREST RATE AGREEMENTS.
                  -------------------------

         Within one hundred and twenty (120) days after the Closing Date,
Borrower shall enter into, and shall thereafter maintain, Interest Rate
Agreements providing for interest rate protection (a) for at least fifty percent
(50%) of the outstanding principal amount of the Term Loan B and Second Lien
Loan, (b) for a term expiring no earlier than two years and six months after the
Closing Date and (c) other terms and conditions reasonably satisfactory to
Agent.

         4.11     HEALTHCARE MATTERS.
                  -------------------

         Within five (5) Business Days after any Credit Party obtaining
knowledge thereof:

                  (i) notice of any material investigation or audit, or pending
or threatened proceedings relating to any violation by any Credit Party, any of
their Subsidiaries, or any health care facility to which any Credit Party or any
their Subsidiaries provides services, of any Health Care Laws (including,
without limitation, any investigation or audit or proceeding involving violation
of any of the Medicare and/or Medicaid fraud and abuse provisions);

                  (ii) copies of any written recommendation from any
Governmental Authority or other regulatory body that any Credit Party or any of
their Subsidiaries, or any obligor to which any Credit Party or any their
Subsidiaries provides services should have its licensure, provider or supplier


                                       35





  





  











  







 number, or accreditation suspended, revoked, or limited in any way, or have its
eligibility to participate in TRICARE, Medicare or Medicaid or to accept
assignments or rights to reimbursement under TRICARE, Medicaid or Medicare
regulations suspended, revoked, or limited in any way;

                  (iii) notice of any claim to recover any alleged material
overpayments with respect to any receivables including, without limitation,
payments received from TRICARE, Medicare, Medicaid or from any private insurance
carrier;

                  (iv) notice of termination of eligibility of any Credit Party,
any Subsidiary of any Credit Party, or any health care facility to which any
Credit Party provides services to participate in any reimbursement program of
any private insurance carrier, managed care or similar organization, or other
obligor applicable to it;

                  (v) notice of any material reduction in the level of
reimbursement expected to be received with respect to any Receivables;

                  (vi) notice of any reimbursement payment contract or process
that results or is reasonably expected to result in any claim against a Credit
Party or any Subsidiary of such Credit Party (including on account of
overpayments, settlement payments, appeals, repayment plan requests);

                  (vii) copies of any report or communication from any
Governmental Authority in connection with any inspection of any facility of a
Credit Party or any Subsidiary of such Credit Party other than those which are
routine and non-material; and

                  (viii) notice of any healthcare provider's fees being
contested or disputed.

         4.12     REDEMPTION OF NOTES.
                  --------------------

         Credit Parties shall, or cause the applicable Credit Party to, cause
the Primedex Subordinated Notes and Radiologix Senior Notes to be redeemed in
full on or prior to thirty (30) days after the Closing Date.

                                   SECTION 5.
                               NEGATIVE COVENANTS
                               ------------------

         Each Credit Party executing this Agreement jointly and severally agrees
as to all Credit Parties that from and after the date hereof until the
Termination Date:

         5.1      INDEBTEDNESS.
                  -------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries directly or indirectly to create, incur, assume, or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness
(other than pursuant to a Contingent Obligation permitted under SECTION 5.4)
except:

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                  (a) Indebtedness described on SCHEDULE 5.1;

                  (b) the Obligations;

                  (c) the Indebtedness incurred under the Second Lien Credit
Agreement, together with any refinancings, refundings, extensions, renewals
and/or replacements thereof to the extent permitted by the Intercreditor
Agreement;

                  (d) [Intentionally Omitted.]

                  (e) intercompany Indebtedness arising from loans made by (i)
any Credit Party other than Holdings, Beverly, Beverly Radiology and ProNet to
any other Credit Party other than Holdings, Beverly, Beverly Radiology and
ProNet, (ii) Borrower to Beverly on the Closing Date in an aggregate amount not
greater than $15,000,000 and (iii) any Credit Party (other than Beverly) to
Beverly after the Closing Date in aggregate amount not to exceed $10,000,000 at
any time outstanding (in addition to loans made pursuant to clause (ii) above)
at any time outstanding; provided, however, that upon the request of Agent at
any time, such Indebtedness shall be evidenced by promissory notes having terms
reasonably satisfactory to Agent, the sole originally executed counterparts of
which shall be pledged and delivered to Agent, for the benefit of Agent and
Lenders, as security for the Obligations;

                  (f) Indebtedness incurred during any Fiscal Year in amount not
to exceed $15,000,000 in the aggregate which is secured by purchase money Liens
or incurred with respect to Capital Leases and purchase money Indebtedness (the
"YEARLY PMSI LIMIT"); PROVIDED, HOWEVER, that commencing with Fiscal Year 2007,
the Yearly PMSI Limit will be increased in any period by an amount equal to 50%
of the difference obtained by taking the Yearly PMSI Limit (excluding any PMSI
Carry Over Amounts) MINUS the actual amount of such Indebtedness incurred during
such prior period (the "PMSI CARRY OVER AMOUNT") (and such PMSI Carry Over
Amount shall be deemed to be the last amount of Indebtedness incurred in that
succeeding period);

                  (g) unsecured Indebtedness of a Target incurred in connection
with a Permitted Acquisition so long as the aggregate amount of such unsecured
Indebtedness does not exceed (i) $5,000,000 for any Permitted Acquisition and
(ii) $15,000,000 for all Permitted Acquisitions, PROVIDED, HOWEVER, that if the
aggregate amount of such unsecured Indebtedness exceeds $5,000,000 for all
Permitted Acquisitions, any additional unsecured Indebtedness shall be subject
to an intercreditor agreement, in form and substance reasonably acceptable to
Agent;

                  (h) any other unsecured Indebtedness (excluding unsecured
Indebtedness of a Target incurred in connection with a Permitted Acquisition)
not to exceed $5,000,000 in an aggregate principal amount at any time
outstanding;

                  (i) Indebtedness under Interest Rate Agreements entered into
pursuant to SECTION 4.10 entered into to protect Borrower or Subsidiary thereof
against fluctuations in interest rates in respect of Indebtedness otherwise
permitted under this Agreement or (ii) other hedging agreements providing
protection against fluctuations in currency values or commodity prices in
connection with Borrower's or any of its Subsidiaries' operations, so long as
the purpose of any such agreement is a bona fide hedging activity (and is not
for speculative purposes); and

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                  (j) refinancings of Indebtedness permitted under clauses (a)
and (d) which have been approved by the Agent and do not accelerate the
scheduled dates for payment thereof, increase the principal amounts thereof,
materially increase any interest rate or fees applicable thereto, add additional
obligors therefor, or enhance the collateral therefor or the priority thereof.

         5.2      LIENS AND RELATED MATTERS.
                  --------------------------

                  (a) NO LIENS. The Credit Parties shall not and shall not cause
or permit their Subsidiaries to directly or indirectly create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of such
Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or
any income or profits therefrom, except Permitted Encumbrances (including,
without limitation, those Liens constituting Permitted Encumbrances existing on
the date hereof and renewals and extensions thereof, as set forth on SCHEDULE
5.2).

                  (b) NO NEGATIVE PLEDGES. The Credit Parties shall not and
shall not cause or permit their Subsidiaries to directly or indirectly enter
into or assume any agreement (other than the Loan Documents and Second Lien Loan
Documents) prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired and other than (i)
provisions restricting subletting or assignment under any lease governing a
leasehold interest or lease of personal property; (ii) restrictions with respect
to a Subsidiary imposed pursuant to any agreement which has been entered into
for the sale of disposition of all or substantially all of the equity interests
or assets of such Subsidiary, so long as such sale or disposition of all or
substantially all of the equity interests or assets of such Subsidiary is
permitted under this Agreement; and (iii) restrictions on assignments or
sublicensing of licensed Intellectual Property.

                  (c) NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWER.
Except as provided herein and the Second Lien Loan Documents, the Credit Parties
shall not and shall not cause or permit their Subsidiaries to directly or
indirectly create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any such
Subsidiary to: (1) pay dividends or make any other distribution on any of such
Subsidiary's Stock owned by Borrower or any other Subsidiary; (2) pay any
Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or
advances to Borrower or any other Subsidiary; or (4) transfer any of its
property or assets to Borrower or any other Subsidiary.

         5.3      INVESTMENTS.
                  ------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly make or own any Investment in any Person
except:

         (a) Borrower and its Subsidiaries may make and own Investments in Cash
Equivalents subject to Control Agreements in favor of Agent;

         (b) Borrower and the other Credit Parties may make loans to other
Credit Parties to the extent permitted under SECTION 5.1;

                                       38





  





  











  







         (c) Borrower and its Subsidiaries may make loans and advances to
employees for moving, entertainment, travel and other similar expenses in the
ordinary course of business not to exceed $1,500,000 in the aggregate at any
time outstanding;

         (d) Credit Parties and their Subsidiaries may make capital
contributions to their wholly-owned Subsidiaries that are Credit Parties other
than Beverly, Beverly Radiology, ProNet and FRI;

         (e) Investments representing non-cash consideration received in
accordance with SECTION 5.7;

         (f) Investments existing on the Closing Date, as set forth on SCHEDULE
5.3 and any renewals, amendments and replacements thereof that do not increase
the amount thereof;

         (g) each Credit Party may hold investments comprised of notes payable,
or stock or other securities issued by financially troubled Account Debtors
(excluding Affiliates) to such Credit Party pursuant to agreements with respect
to settlement of such Account Debtor's Accounts with such Credit Party
negotiated in the ordinary course of business;

         (h) Investments consisting of loans by Borrower to employees of
Borrower which are used solely by such employees to simultaneously purchase the
Stock of Holdings, provided that Holdings contemporaneously contributes the
proceeds of such Stock to the capital of Borrower;

         (i) Interest Rate Agreements and other hedging agreements entered into
in compliance with SECTION 5.1;

         (j) Borrower and its Subsidiaries may make advances in the form of a
prepayment of expenses, so long as such expenses were incurred in the ordinary
course of business and are being paid in accordance with customary trade terms
of Borrower or such Subsidiary;

         (k) Permitted Acquisitions; and

         (l) in addition to Investments in Persons existing on the Closing Date
as set forth on SCHEDULE 5.3, Borrower and its Subsidiaries may make equity
Investments in Persons which are not Subsidiaries of Holdings in an aggregate
amount not to exceed $2,000,000 in any Fiscal Year (the "YEARLY EQUITY
INVESTMENT LIMIT") and $8,000,000 in the aggregate after the Closing Date;
PROVIDED, HOWEVER, that commencing with Fiscal Year 2007, the Yearly Equity
Investment Limit will be increased in any Fiscal Year by an amount equal to 50%
of the difference obtained by taking the Yearly Equity Investment Limit
(excluding any Equity Carry Over Amounts) MINUS the actual amount of such equity
Investments made during the immediately preceding Fiscal Year (the "EQUITY CARRY
OVER Amount") (and such Equity Carry Over Amount shall be deemed to be the last
amount of such equity Investments made during that succeeding Fiscal Year).

         5.4      CONTINGENT OBLIGATIONS.
                  -----------------------

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         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly create or become or be liable with
respect to any Contingent Obligation except:

                  (a) Contingent Obligations with respect to the Second Lien
Loan Obligations and Letter of Credit Obligations;

                  (b) those arising under Interest Rate Agreements or other
hedging agreements entered into in compliance with SECTION 5.1;

                  (c) those resulting from endorsement of negotiable instruments
for collection in the ordinary course of business;

                  (d) those existing on the Closing Date and described in
SCHEDULE 5.4;

                  (e) those arising under indemnity agreements to title insurers
to cause such title insurers to issue to Agent mortgagee title insurance
policies;

                  (f) those arising with respect to customary indemnification
obligations incurred in connection with Asset Dispositions permitted hereunder;

                  (g) those incurred in the ordinary course of business with
respect to (i) surety and appeal bonds, performance and return-of-money bonds
and other similar obligations not exceeding at any time outstanding $1,000,000
in aggregate liability and (ii) bonds required to be posted in connection with
worker's compensation insurance not exceeding at any time outstanding $3,000,000
in aggregate liability;

                  (h) those incurred with respect to Indebtedness permitted by
SECTION 5.1 provided that (i) any such Contingent Obligation is subordinated to
the Obligations to the same extent as the Indebtedness to which it relates is
subordinated to the Obligations and (ii) no Credit Party may incur Contingent
Obligations in respect of Indebtedness incurred by any Person that is not a
Credit Party under this clause (h);

                  (i) guaranties of leases for leased premises of any Credit
Party issued by Holdings and Borrower in ordinary course of business consistent
with past practices; and

                  (j) any other Contingent Obligation not expressly permitted by
clauses (a) through (i) above, so long as any such other Contingent Obligations,
in the aggregate at any time outstanding, do not exceed $1,500,000 and no Credit
Party may incur Contingent Obligations in respect of Indebtedness incurred by
any Person that is not a Credit Party under this clause (j).

         5.5      RESTRICTED PAYMENTS.
                  --------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly declare, order, pay, make or set apart
any sum for any Restricted Payment, except that:

                  (a) Each Credit Party other than Holdings may make payments
and distributions to Holdings (whether directly or through sequential upstream
Restricted Payments) that are used by Holdings to pay federal and state income
taxes then due and owing, franchise taxes and other similar licensing expenses


                                       40





  





  











  







 incurred in the ordinary course of business; PROVIDED that each Credit Party's
aggregate contribution to taxes as a result of the filing of a consolidated or
combined return by Holdings shall not be greater, nor the aggregate receipt of
tax benefits less, than they would have been had such Credit Party not filed a
consolidated or combined return with Holdings;

                  (b) Direct Subsidiaries of Borrower may make Restricted
Payments to Borrower;

                  (c) Except as otherwise expressly prohibited by the
Intercreditor Agreement and provided no optional prepayments are made until the
Discharge of First Lien Obligations (other than in connection with a
"Refinancing" thereof (as defined in, and to the extent permitted by, the
Intercreditor Agreement)) Borrower and each other Credit Party may make payments
pursuant to the terms of the Second Lien Credit Agreement;

                  (d) Borrower may pay dividends to Holdings to permit Holdings
to repurchase Stock owned by employees of Borrower whose employment with
Borrower and its Subsidiaries has been terminated, provided that such Restricted
Payments shall not exceed $7,000,000 during the term of this Agreement in the
aggregate and provided that no Event of Default exists at the time of such
Restricted Payment or would occur as a result thereof;

                  (e) on the Closing Date, Borrower may pay a dividend to
Holdings to permit Holdings to deposit funds with American Stock Transfer and
Trust Company in an amount not to exceed $16,626,464 in order to redeem the
Primedex Subordinated Notes on or prior to thirty (30) days after the Closing
Date (and Holdings may and shall upon receipt of such dividend from Borrower
make the payment described in this clause (e) on the Closing Date);

                  (f) on the Closing Date, Radiologix may make payments in an
aggregate amount not to exceed (i) $170,055,715 in order to covenant defease the
Radiologix Senior Notes on the Closing Date and redeem such Radiologix Senior
Notes on or prior to thirty (30) days after the Closing Date and (ii)
$12,297,082 to the holder of the Radiologix Subordinated Note (and Radiologix
shall make the payments described in this clause (f) on the Closing Date); and

                  (g) Borrower may pay dividends to Holdings to permit Holdings
to pay corporate overhead expenses in the ordinary course of business, provided
that such Restricted Payments shall not exceed $2,000,000 in any Fiscal Year and
provided that no Event of Default exists at the time of such Restricted Payment
or would occur as a result thereof.

         5.6      RESTRICTION ON FUNDAMENTAL CHANGES.
                  -----------------------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly: (a) except as described on SCHEDULE 5.6,
amend, modify or waive any term or provision of its organizational documents in
a manner adverse to the Lenders, including its articles of incorporation,
certificates of designations pertaining to preferred stock, by-laws, partnership
agreement or operating agreement in any manner adverse to the Agent or Lenders,
or cause any equity interest in any limited liability company to be
certificated, unless required by law; (b) enter into any transaction of merger


                                       41





  





  











  







 or consolidation except, upon not less than five (5) Business Days prior written
notice to Agent, any wholly-owned Subsidiary of Borrower may be merged with or
into Borrower (PROVIDED that Borrower is the surviving entity) or any other
wholly-owned Subsidiary of Borrower (provided that, in the case of any such
merger of any Domestic Subsidiary with or into a Foreign Subsidiary, the
Domestic Subsidiary is the surviving entity); (c) liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution); or (d) acquire by purchase or
otherwise all or any substantial part of the Stock, business or assets of any
other Person. Notwithstanding the foregoing, Borrower (or Holdings, so long as
contemporaneously therewith, all assets so acquired are transferred to Borrower
contemporaneous with the closing of such acquisition), may acquire all or
substantially all of the assets or Stock of any Person (the "TARGET") (in each
case, a "PERMITTED ACQUISITION") subject to the satisfaction of each of the
following conditions:

         (i) Agent shall receive at least 30 Business Days' prior written notice
of such proposed Permitted Acquisition, which notice shall include a reasonably
detailed description of such proposed Permitted Acquisition;

         (ii) such Permitted Acquisition shall only involve assets located in
the United States and comprising a business, or those assets of a business, of
the type engaged in by Borrower as of the Closing Date, and which business would
not subject Agent or any Lender to regulatory or third party approvals in
connection with the exercise of its rights and remedies under this Agreement or
any other Loan Documents other than approvals applicable to the exercise of such
rights and remedies with respect to Borrower prior to such Permitted
Acquisition;

         (iii) such Permitted Acquisition shall be consensual and shall have
been approved by the Target's board of directors;

         (iv) no additional Indebtedness, Guaranteed Indebtedness, Contingent
Obligations or other liabilities shall be incurred, assumed or otherwise be
reflected on a consolidated balance sheet of Borrower and Target after giving
effect to such Permitted Acquisition, except (A) ordinary course trade payables
and accrued expenses and (B) Indebtedness otherwise permitted under SECTION
5.1(f) or 5.1(g) of the Target not to exceed $8,000,000 in the aggregate for any
Permitted Acquisition so long as on a pro forma basis, Holdings and its
Subsidiaries would have had a Leverage Ratio and Senior Leverage Ratio of less
than or equal to the Leverage Ratio and Senior Leverage Ratio, respectively, of
Holdings and its Subsidiaries for the four quarter period ending on the last day
of the month immediately preceding the month in which such proposed Permitted
Acquisition is to be consummated (after giving effect to such Permitted
Acquisition and all Loans funded in connection therewith as if made on the first
day such period); in each case to the extent no Default or Event of Default has
occurred and is continuing or would result after giving effect to such Permitted
Acquisition;

         (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 $8,000,000 and the sum of such amounts
payable in connection with all Permitted Acquisitions shall not exceed
$32,000,000, and the portion thereof allocable to goodwill and intangible assets
for all such Permitted Acquisitions during the term hereof shall not exceed
$16,000,000;

                                       42





  





  











  







         (vi) unless otherwise consented to in writing by Agent, the Target
shall not have negative EBITDA for the trailing twelve-month period greater than
$1,000,000 preceding the date of the Permitted Acquisition, as determined based
upon the Target's financial statements for its most recently completed fiscal
year and its most recent interim financial period completed within sixty (60)
days prior to the date of consummation of such Permitted Acquisition;

         (vii) the business and assets acquired in such Permitted Acquisition
shall be free and clear of all Liens (other than Permitted Encumbrances);

         (viii) at or prior to the closing of any Permitted Acquisition, Agent
will be granted a first priority perfected Lien (subject to Permitted
Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock
of the Target, and Holdings and Borrower and the Target shall comply with
SECTION 4.7 and shall otherwise have executed such documents and taken such
actions as may be required by Agent in connection therewith;

         (ix) Concurrently with delivery of the notice referred to in CLAUSE (I)
above, Borrower shall have delivered to Agent, in form and substance reasonably
satisfactory to Agent:

                           (A) a pro forma consolidated balance sheet, income
statement and cash flow statement of Holdings and its Subsidiaries (the
"ACQUISITION PRO FORMA"), based on recent financial statements, which shall be
complete and shall fairly present in all material respects the assets,
liabilities, financial condition and results of operations of Holdings and its
Subsidiaries in accordance with GAAP consistently applied, but taking into
account such Permitted Acquisition and the funding of all Loans in connection
therewith, and such Acquisition Pro Forma shall reflect that (x) on a pro forma
basis, Holdings and its Subsidiaries would have had a Leverage Ratio and Senior
Leverage Ratio with a numerator (or equivalent thereof) one quarter (0.25) less
than otherwise permitted (for example, if the permitted Leverage Ratio is less
than or equal 3.00 to 1.00, Holdings and its Subsidiaries must have a Leverage
Ratio of less than or equal to 2.75 to 1.00) for the four quarter period ending
on the last day of the month immediately preceding the month in which such
proposed Permitted Acquisition is to be consummated (after giving effect to such
Permitted Acquisition and all Loans funded in connection therewith as if made on
the first day of such period), (y) average daily Borrowing Availability for the
90-day period preceding the consummation of such Permitted Acquisition would
have exceeded $10,000,000 on a pro forma basis (after giving effect to such
Permitted Acquisition and all Loans funded in connection therewith as if made on
the first day of such period) and the Acquisition Projections (as hereinafter
defined) shall reflect that such Borrowing Availability of $10,000,000 shall
continue for at least 90 days after the consummation of such Permitted
Acquisition, and (z) on a pro forma basis, no Event of Default has occurred and
is continuing or would result after giving effect to such Permitted Acquisition
and Borrower would have been in compliance with the financial covenants set
forth in SECTION 6 for the four quarter period reflected in the Compliance and
Excess Cash Flow Certificate most recently delivered to Agent pursuant to
SECTION 6.2(o) prior to the consummation of such Permitted Acquisition (after
giving effect to such Permitted Acquisition and all Loans funded in connection
therewith as if made on the first day of such period);

                           (B) updated versions of the most recently delivered
Projections covering the 3 year period commencing on the date of such Permitted


                                       43





  





  











  







 Acquisition and otherwise prepared in accordance with the Projections (the
"ACQUISITION PROJECTIONS") and based upon historical financial data of a recent
date reasonably satisfactory to Agent, taking into account such Permitted
Acquisition; and

                           (C) a certificate of the chief financial officer of
Borrower to the effect that: (w) Borrower (after taking into consideration all
rights of contribution and indemnity Borrower has against Holdings and each
other Subsidiary of Holdings) will be Solvent upon the consummation of the
Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the
financial condition of Holdings and its Subsidiaries (on a consolidated basis)
as of the date thereof after giving effect to the Permitted Acquisition; (y) the
Acquisition Projections are reasonable estimates of the future financial
performance of Holdings and its Subsidiaries subsequent to the date thereof
based upon the historical performance of Holdings and its Subsidiaries and the
Target and show that Holdings and its Subsidiaries shall continue to be in
compliance with the financial covenants set forth in SECTION 6 for the 3-year
period thereafter; and (z) Holdings and its Subsidiaries have completed their
due diligence investigation with respect to the Target and such Permitted
Acquisition, which investigation was conducted in a manner similar to that which
would have been conducted by a prudent purchaser of a comparable business and
the results of which investigation were delivered to Agent and Lenders;

         (x) on or prior to the date of such Permitted Acquisition, Agent shall
have received, in form and substance reasonably satisfactory to Agent, copies of
the acquisition agreement and related agreements and instruments, and all
opinions, certificates, lien search results and other documents reasonably
requested by Agent, including those specified in the last sentence of SECTION
4.6; and

         (xi) at the time of such Permitted Acquisition and after giving effect
thereto, no Default or Event of Default has occurred and is continuing.

         5.7      DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.
                  ---------------------------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer
or otherwise dispose of, or grant any Person an option to acquire, in one
transaction or a series of related transactions, any of its property, business
or assets, whether now owned or hereafter acquired, except for (a) sales of
inventory to customers in the ordinary course of business and dispositions of
obsolete equipment not used or useful in the business; (b) any condemnation or
taking of such assets by eminent domain proceedings; and (c) Asset Dispositions
by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any
of Holdings' Subsidiaries) if all of the following conditions are met: (i) the
aggregate fair market value of assets sold or otherwise disposed of in any
Fiscal Year does not exceed $3,000,000; (ii) the consideration received is at
least equal to the fair market value of such assets (as determined by the board
of directors of the applicable Credit Party in good faith); (iii) at least 85%
of the consideration received is cash; (iv) the Net Proceeds of such Asset
Disposition are applied as required by SECTION 1.5(c); (v) after giving effect
to the Asset Disposition and the repayment of Indebtedness with the proceeds
thereof, Borrower is in compliance on a pro forma basis with the covenants set
forth in SECTION 6 recomputed for the most recently ended quarter for which
information is available; and (vi) no Event of Default has occurred and is
continuing or would result from such Asset Disposition.

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         5.8      TRANSACTIONS WITH AFFILIATES.
                  -----------------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any management, consulting, investment banking, advisory or
other similar services) with any Affiliate or with any director, officer or
employee of any Credit Party, except (a) as set forth on SCHEDULE 5.8, (b)
transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of any such Credit Party or any of its Subsidiaries
and upon fair and reasonable terms which (except in the case of transactions
among Domestic Credit Parties) are fully disclosed to Agent and are no less
favorable to any such Credit Party or any of its Subsidiaries than would be
obtained in a comparable arm's length transaction with a Person that is not an
Affiliate, (c) payment of reasonable compensation to officers and employees for
services actually rendered to any such Credit Party or any of its Subsidiaries;
(d) payment of director's fees not to exceed $500,000 in the aggregate for any
Fiscal Year of Holdings; (e) loans to employees permitted in SECTION 5.3, (f)
Restricted Payments permitted in SECTION 5.5 and the agreements pursuant to
which such Restricted Payments are required to be made, (g) reimbursement of
employee travel and lodging costs incurred in the ordinary course of business,
(h) the guaranty of the Obligations by Credit Parties, (i) employment
agreements, equity incentive agreements and other employee and management
arrangements in the ordinary course of business which are fully disclosed to the
Agent and (j) the guaranty of the Second Lien Loan Obligations.

         5.9      CONDUCT OF BUSINESS.
                  --------------------

         Holdings shall not engage in any business activity other than its
ownership of the Stock of its Subsidiaries and its performance of the Related
Transaction Documents. The Credit Parties (other than Holdings) shall not and
shall not cause or permit their Subsidiaries to directly or indirectly engage in
any business other than businesses of the type described on SCHEDULE 5.9.

         5.10     CHANGES RELATING TO INDEBTEDNESS.
                  ---------------------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly change or amend the terms of the Second
Lien Loan Documents if such change or amendment would breach the terms of the
Intercreditor Agreement.

         5.11     FISCAL YEAR.
                  ------------

         No Credit Party shall change its Fiscal Year or permit any of its
Subsidiaries to change their respective Fiscal Years; PROVIDED, however, that on
or prior to December 31, 2006, the Credit Parties and their Subsidiaries may
change their respective Fiscal Years to be the annual accounting period ending
December 31 of each year.

         5.12     PRESS RELEASE; PUBLIC OFFERING MATERIALS.
                  -----------------------------------------

         Each Credit Party executing this Agreement agrees that neither it nor
its Affiliates will in the future issue any press releases or other public
disclosure, including any prospectus, proxy statement or other materials filed
with any Governmental Authority relating to a public offering of the Stock of
any Credit Party, using the name of GE Capital or its affiliates or referring to
this Agreement, the other Loan Documents or the Related Transactions Documents


                                       45





  





  











  







 without at least two (2) Business Days' prior notice to GE Capital and without
the prior written consent of GE Capital unless (and only to the extent that)
such Credit Party or Affiliate is required to do so under law and then, in any
event, such Credit Party or Affiliate will consult with GE Capital before
issuing such press release or other public disclosure.

         5.13     SUBSIDIARIES.
                  -------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly establish, create or acquire any new
Subsidiary, other than in connection with a Permitted Acquisition.

         5.14     DEPOSIT ACCOUNTS.
                  -----------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to establish any new deposit accounts (other than payroll, employee
benefits and other similar trust accounts) without prior written notice to Agent
and unless Agent and the bank at which the account is to be opened enter into a
Control Agreement in form and substance reasonably acceptable to Agent.

         5.15     HAZARDOUS MATERIALS.
                  --------------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in,
under, above, to, from or about any of the Real Estate where such Release would
(a) violate in any respect, or form the basis for any Environmental Liabilities
by the Credit Parties or any of their Subsidiaries under, any Environmental Laws
or Environmental Permits or (b) otherwise adversely impact the value or
marketability of any of the Real Estate or any of the Collateral, other than
such violations or Environmental Liabilities that could not reasonably be
expected to have a Material Adverse Effect.

         5.16     ERISA.
                  ------

         The Credit Parties shall not and shall not cause or permit any ERISA
Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA
Event could reasonably be expected to have a Material Adverse Effect.

         5.17     SALE-LEASEBACKS.
                  ----------------

         The Credit Parties shall not and shall not cause or permit any of their
Subsidiaries to engage in any sale-leaseback, synthetic lease or similar
transaction involving any of its assets.

         5.18     PREPAYMENTS OF OTHER INDEBTEDNESS.
                  ----------------------------------

         The Credit Parties shall not, directly or indirectly, voluntarily
purchase, redeem, defease or prepay any principal of, premium, if any, interest
or other amount payable in respect of any Subordinated Debt other than (a)
intercompany Indebtedness reflecting amounts owing to Borrower and (b) as
permitted in SECTION 5.5(c).

                                       46





  





  











  







         5.19     CHANGES TO MATERIAL CONTRACTS.
                  ------------------------------

         The Credit Parties shall not and shall not cause or permit any of their
Subsidiaries to change, amend or waive the terms of the Management Agreement or
Merger Agreement.

         5.20     OPERATING LEASES.
                  -----------------

         The Credit Parties shall not and shall not cause or permit their
Subsidiaries directly or indirectly to create, incur, assume, or otherwise
become or remain directly or indirectly liable with respect to operating leases
requiring payments in excess of $25,500,000 in the aggregate in any Fiscal Year.

         5.21     INACTIVE SUBSIDIARIES.
                  ----------------------

         The Credit Parties shall not permit any Inactive Subsidiary to engage
in any trade or business or own any assets (other than Stock of its
Subsidiaries) with a fair market value in the aggregate in excess of $10,000 or
incur any Indebtedness or Guaranteed Indebtedness.

                                   SECTION 6.
                          FINANCIAL COVENANTS/REPORTING

         Borrower covenants and agrees that from and after the date hereof until
the Termination Date, Borrower shall perform and comply with, and shall cause
each of the other Credit Parties to perform and comply with, all covenants in
this SECTION 6 applicable to such Person.

         6.1      FINANCIAL COVENANTS.
                  --------------------

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




PERIOD                                                    MAXIMUM CAPITAL EXPENDITURES PER PERIOD
------                                                    ---------------------------------------
Fiscal Year 2006                                          $32,000,000

Fiscal Year 2007                                          $32,000,000

Fiscal Year 2008                                          $33,000,000

Fiscal Year 2009                                          $33,000,000

Fiscal Year 2010                                          $34,000,000

Fiscal Year 2011                                          $34,000,000

Fiscal Year 2012 and each Fiscal Year thereafter          $35,000,000

PROVIDED, HOWEVER, that commencing with Fiscal Year 2007, 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



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 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.

                  (b)      INTENTIONALLY OMMITED.
                           ----------------------

                  (c) 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 June 30, 2008;
                  1.15     for the Fiscal Quarter ending September 30, 2008;
                  1.20     for the Fiscal Quarter ending December 31, 2008; and
                  1.25     for each Fiscal Quarter ending thereafter.

                  (d)      INTENTIONALLY OMITTED.
                           ----------------------

                  (e) 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 and
                           March 31, 2008;
                  4.90     for the Fiscal Quarter ending June 30, 2008;
                  4.75     for the Fiscal Quarter ending September 30, 2008;
                  4.50     for the Fiscal Quarters ending December 31, 2008 and
                           March 31, 2009;
                  4.25     for the Fiscal Quarters ending June 30, 2009 and
                           September 30, 2009;
                  4.00     for the Fiscal Quarters ending December 31, 2009 and
                           March 31, 2010;
                  3.75     for the Fiscal Quarters ending June 30, 2010 and
                           September 30, 2010;
                  3.50     for the Fiscal Quarters ending December 31, 2010 and
                           March 31, 2011;

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                  3.25     for the Fiscal Quarters ending June 30, 2011 and
                           September 30, 2011;
                  3.00     for the Fiscal Quarters ending December 31, 2011 and
                           March 31, 2012;
                  2.75     for the Fiscal Quarter ending June 30, 2012; and
                  2.50     for each Fiscal Quarter ending thereafter.

                  (f) 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 Quarter ending December 31, 2007;
                  3.10     for the Fiscal Quarter ending March 31, 2008;
                  3.00     for the Fiscal Quarter ending June 30, 2008;
                  2.90     for the Fiscal Quarter ending September 30, 2008;
                  2.80     for the Fiscal Quarter ending December 31, 2008 and
                           March 31, 2009;
                  2.65     for the Fiscal Quarters ending June 30, 2009 and
                           September 30, 2009;
                  2.50     for the Fiscal Quarters ending December 31, 2009 and
                           March 31, 2010;
                  2.25     for each Fiscal Quarter ending after March 31, 2010
                           but on or prior to March 31, 2011; and
                  2.00     for each Fiscal Quarter ending thereafter.

         6.2      FINANCIAL STATEMENTS AND OTHER REPORTS.
                  ---------------------------------------

         Holdings and Borrower will maintain, and cause each of its Subsidiaries
to maintain, a system of accounting established and administered in accordance
with sound business practices to permit preparation of Financial Statements in
conformity with GAAP (it being understood that monthly Financial Statements are
not required to have footnote disclosures). Borrower will deliver each of the
Financial Statements and other reports described below to Agent (and each Lender
in the case of the Financial Statements and other reports described in SECTIONS
(6.2)(a), (b), (d), (e), (f), (h), (i), (j) and (o)).

                  (a)      MONTHLY FINANCIALS AND QUARTERLY STATEMENTS.
                           --------------------------------------------

                           (i) As soon as available and in any event within
forty-five (45) days after the end of each Fiscal Month (including the last
Fiscal Month of Holdings' Fiscal Year), Borrower will deliver (1) the


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 consolidated and consolidating balance sheets of Holdings and its Subsidiaries,
as at the end of such month, and the related consolidated and consolidating
statements of income, stockholders' equity and cash flow for such Fiscal Month
and for the period from the beginning of the then current Fiscal Year of
Holdings to the end of such Fiscal Month, (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.

                           (ii) As soon as available and in any event within
forty-five (45) days after the end of each Fiscal Quarter, Borrower will deliver
unit volumes and historical net collections by major payor groups and a
consolidated statement of stockholder's equity.

                           (iii) As soon as available and in any event within
forty-five (45) days after the end of each Fiscal Quarter beginning with the
Fiscal Quarter ending March 31, 2007 through and including the Fiscal Quarter
ending December 31, 2009, a report setting forth the status of the integration
and cost savings as a result of the transactions contemplated by the Merger
Agreement.

                  (b) YEAR-END FINANCIALS. As soon as available and in any event
within ninety (90) days (or if Holdings files an extension with the Securities &
Exchange Commission, one hundred and five (105) days; PROVIDED, that Borrower
has given Agent a written explanation within ninety (90) days after the end of
the applicable Fiscal Year of Holdings, in form and substance reasonably
acceptable to Agent, regarding the need for such extension) after the end of
each Fiscal Year of Holdings, Borrower will deliver (1) the consolidated and
consolidating balance sheets of Holdings and its Subsidiaries, as at the end of
such year, and the related consolidated and consolidating statements of income,
stockholders' equity and cash flow for such Fiscal Year, (2) 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 and (3) a report with respect to the consolidated
Financial Statements from a firm of Certified Public Accountants selected by
Borrower and reasonably acceptable to Agent, which report shall be prepared in
accordance with Statement of Auditing Standards No. 58 (the "STATEMENT")
"Reports on Audited Financial Statements" and such report shall be "Unqualified"
(as such term is defined in such Statement).

                  (c) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof,
Borrower will deliver copies of all significant reports submitted by Holdings'
firm of certified public accountants in connection with each annual, interim or
special audit or review of any type of the Financial Statements or related
internal control systems of Holdings or its Subsidiaries made by such
accountants, including any comment letter submitted by such accountants to
management in connection with their services.

                  (d) BORROWING BASE CERTIFICATE. As soon as available and in
any event within five (5) Business Days after the end of each Fiscal Month,
concurrently with the delivery of any Notice of Revolving Credit Advance and


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 from time to time upon the reasonable request of Agent, Borrower will deliver a
Borrowing Base Certificate (in substantially the same form as EXHIBIT 6.2(D),
the "BORROWING BASE CERTIFICATE") as at the last day of such period.

                  (e) MANAGEMENT REPORT. Together with each delivery of
Financial Statements of Borrower pursuant to SECTIONS 6.2(a)(ii) and (b),
Borrower will deliver a management report (1) describing the operations and
financial condition of Holdings and its Subsidiaries for the Fiscal Month then
ended and the portion of the current Fiscal Quarter then elapsed (or for the
Fiscal Year then ended in the case of year-end financials) and (2) discussing
the reasons for any significant variations. The information above shall be
presented in reasonable detail and shall be certified by the chief financial
officer of Holdings to the effect that such information fairly presents the
results of operations and financial condition of Holdings Borrower and its
Subsidiaries as at the dates and for the periods indicated.

                  (f) [INTENTIONALLY OMITTED.]

                  (g) APPRAISALS. From time to time, if Agent or any Lender
determines that obtaining appraisals is necessary in order for Agent or such
Lender to comply with applicable laws or regulations, Agent will, at Borrower's
expense, obtain appraisal reports in form and substance and from appraisers
reasonably satisfactory to Agent stating the then current fair market values of
all or any portion of the Real Estate owned by Credit Parties. In addition to
the foregoing, at Borrower's expense, at any time while and so long as an Event
of Default shall have occurred and be continuing, and in the absence of a
Default or Event of Default not more than once during each calendar year, Agent
may obtain appraisal reports in form and substance and from appraisers
satisfactory to Agent stating the then current market values of all or any
portion of the Real Estate and personal property owned by any of the Credit
Parties.

                  (h) PROJECTIONS. As soon as available and in any event no
later than the last day of each of Holdings' Fiscal Years, Borrower will deliver
Projections of Holdings and its Subsidiaries for the forthcoming three (3)
Fiscal Years, year by year, and for the forthcoming Fiscal Year, Fiscal Month by
Fiscal Month.

                  (i) SEC FILINGS AND PRESS RELEASES. Promptly upon their
becoming available, Borrower will deliver copies of (1) all Financial
Statements, reports, notices and proxy statements, material reports and material
notices sent or made available by Holdings or any of their Subsidiaries to their
Stockholders, (2) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by Holdings or any of their
Subsidiaries with any securities exchange or with the Securities and Exchange
Commission, any Governmental Authority or any private regulatory authority, and
(3) all press releases and other statements made available by Holdings or any of
its Subsidiaries to the public concerning developments in the business of any
such Person.

                  (j) EVENTS OF DEFAULT, Etc. Promptly upon any officer of any
Credit Party obtaining knowledge of any of the following events or conditions,
Borrower shall deliver copies of all notices given or received by Holdings or
any of its Subsidiaries with respect to any such event or condition and a
certificate of Borrower's chief executive officer specifying the nature and
period of existence of such event or condition and what action Holdings or any


                                       51





  





  











  







 of its Subsidiaries has taken, is taking and proposes to take with respect
thereto: (1) any condition or event that constitutes, or which could reasonably
be expected to result in the occurrence of, an Event of Default or Default; (2)
any notice that any Person has given to Borrower or any of its Subsidiaries or
any other action taken with respect to a claimed default or event or condition
of the type referred to in SECTION 7.1(B); or (3) any event or condition that
could reasonably be expected to result in any Material Adverse Effect.

                  (k) LITIGATION. Promptly upon any officer of any Credit Party
obtaining knowledge of (1) the institution of any action, charge, claim, demand,
suit, proceeding, petition, governmental investigation, tax audit or arbitration
now pending or, to the best knowledge of such Credit Party after due inquiry,
threatened against or affecting any Credit Party or any of its Subsidiaries or
any property of any Credit Party or any of its Subsidiaries ("LITIGATION") not
previously disclosed by Borrower to Agent or (2) any material development in any
action, suit, proceeding, governmental investigation or arbitration at any time
pending against or affecting any Credit Party or any property of any Credit
Party which, in each case, would reasonably be expected to have a Material
Adverse Effect, Borrower will promptly give notice thereof to Agent and provide
such other information as may be reasonably available to them to enable Agent
and its counsel to evaluate such matter.

                  (l) NOTICE OF CORPORATE AND OTHER CHANGES. Borrower shall
provide prompt written notice of (1) all jurisdictions in which a Credit Party
becomes qualified after the Closing Date to transact business, (2) any change
after the Closing Date in the authorized and issued Stock of any Credit Party or
any amendment to their articles or certificate of incorporation, by-laws,
partnership agreement or other organizational documents, (3) any Subsidiary
created or acquired by any Credit Party or any of its Subsidiaries after the
Closing Date, such notice, in each case, to identify the applicable
jurisdictions, capital structures or Subsidiaries, as applicable, and (4) any
other event that occurs after the Closing Date which would cause any of the
representations and warranties in SECTION 3 of this Agreement or in any other
Loan Document to be untrue or misleading in any material respect. The foregoing
notice requirement shall not be construed to constitute consent by any of the
Lenders to any transaction referred to above which is not expressly permitted by
the terms of this Agreement.

                  (m) SECOND LIEN CREDIT AGREEMENT NOTICES. Borrower shall
deliver within five (5) Business Days after (i) delivery thereof, copies of all
notices, certificates and other documents or reports delivered by Borrower or on
its behalf to the Second Lien Agent and (ii) receipt thereof, copies of all
notices delivered by Second Lien Agent to Borrower.

                  (n) OTHER INFORMATION. With reasonable promptness, Borrower
will deliver such other information and data with respect to any Credit Party or
any Subsidiary of any Credit Party as from time to time may be reasonably
requested by Agent.

                  (o) COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE. Together with
each delivery of Financial Statements pursuant to SECTION 6.2(a) for the last
month of each Fiscal Quarter and SECTION 6.2(b), Borrower will deliver a fully
and properly completed Compliance and Excess Cash Flow Certificate (in
substantially the same form as ANNEX F (the "COMPLIANCE AND EXCESS CASH FLOW
CERTIFICATE") signed by Borrower's chief executive officer or chief financial


                                       52





  





  











  







 officer; provided that the Excess Cash Flow portion of such certificate is only
required to be delivered annually; provided that Schedule 2 of the Compliance
and Excess Cash Flow certificate shall be delivered only in connection with the
Financial Statements of Borrower and its Subsidiaries delivered pursuant to
Section 6.2(b).

                  (p) TAXES. Borrower shall provide prompt written notice of (i)
the execution or filing with the IRS or any other Governmental Authority of any
agreement or other document extending, or having the effect of extending, the
period for assessment or collection of any Charges by any Credit Party or any of
its Subsidiaries and (ii) any agreement by any Credit Party or any of its
Subsidiaries or request directed to any Credit Party or any of its Subsidiaries
to make any adjustment under IRC Section 481(a), by reason of a change in
accounting method or otherwise, which could reasonably be expected to have a
Material Adverse Effect.

                  (q) ERISA. With reasonable promptness, Borrower shall provide
to Agent copies of the most recent actuarial reports with respect to any Title
IV Plans as they become available. Promptly upon any Credit Party becoming aware
of any fact or condition which could reasonably be expected to result in an
ERISA Event, Borrower shall deliver to Agent a summary of such facts and
circumstances and any action the Credit Parties intend to take regarding such
facts or conditions.

         6.3      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
         ---      -----------------------------------------------------
                  CALCULATIONS UNDER AGREEMENT.
                  -----------------------------

         For purposes of this Agreement, all accounting terms not otherwise
defined herein shall have the meanings assigned to such terms in conformity with
GAAP. Financial statements and other information furnished to Agent pursuant to
SECTION 6.2 or any other section (unless specifically indicated otherwise) shall
be prepared in accordance with GAAP as in effect at the time of such
preparation; PROVIDED that no Accounting Change shall affect financial
covenants, standards or terms in this Agreement; PROVIDED further that Borrower
shall prepare footnotes to the Financial Statements required to be delivered
hereunder that show the differences between the Financial Statements delivered
(which reflect such Accounting Changes) and the basis for calculating financial
covenant compliance (without reflecting such Accounting Changes). All such
adjustments described in clause (c) of the definition of the term Accounting
Changes resulting from expenditures made subsequent to the Closing Date
(including capitalization of costs and expenses or payment of pre-Closing Date
liabilities) shall be treated as expenses in the period the expenditures are
made. Notwithstanding the foregoing, in the event that any Accounting Change
shall occur and such change results in a change in the method of calculation of
the financial covenants, standards or terms in this Agreement, then Borrower and
Agent agree to negotiate in good faith in order to amend such provisions of this
Agreement so as to equitably reflect such Accounting Changes with the desired
result that the criteria for evaluating the financial condition of the Credit
Parties shall be the same after such Accounting Changes as if such Accounting
Changes had not been made. Until such time as such an amendment shall have been
executed and delivered by Borrower, Agent and the Requisite Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.

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                                   SECTION 7.
                          DEFAULT, RIGHTS AND REMEDIES

         7.1      EVENT OF DEFAULT.
                  -----------------

         "EVENT OF DEFAULT" shall mean the occurrence or existence of any one or
more of the following:

                  (a) PAYMENT. (1) Failure to pay any installment or other
payment of principal of any Loan when due, or to timely repay Revolving Loans to
reduce their balance to the maximum amount of Revolving Loans then permitted to
be outstanding in accordance with SECTION 1.1(b)(i) or to reimburse any L/C
Issuer for any payment made by such L/C Issuer under or in respect of any Letter
of Credit when due or (2) failure to pay, within three (3) days after the due
date, any interest or Fees on any Loan or any other amount due under this
Agreement or any of the other Loan Documents; or

                  (b) DEFAULT IN OTHER AGREEMENTS. (1) Any Credit Party or any
of its Subsidiaries fails to pay when due or within any applicable grace period
any principal or interest on Indebtedness (other than the Loans) or any
Contingent Obligations, (2) breach or default of any Credit Party or any of its
Subsidiaries, or the occurrence of any condition or event, with respect to any
Indebtedness (other than the Loans) or any Contingent Obligations, if the effect
of such breach, default or occurrence is to cause or to permit the holder or
holders then to cause, Indebtedness and/or Contingent Obligations having an
individual principal amount in excess of $500,000 or having an aggregate
principal amount in excess of $1,000,000 to become or be declared due prior to
their stated maturity or (3) either Borrower or Beverly has breached, or a
default occurs under, the Beverly Management Agreement or the Beverly Management
Agreement ceases to be in full force and in effect; or

                  (c) BREACH OF CERTAIN PROVISIONS. Failure of any Credit Party
to perform or comply with any term or condition contained in (1) the GE Capital
Fee Letter, (2) SECTION 6.2 which failure continues for more than five (5)
Business Days after the date specified for performance or compliance with such
term or condition, (3) that portion of SECTION 4.2 relating to the Credit
Parties' obligation to maintain insurance, or (4) SECTION 4.3, SECTION 4.4,
SECTION 5 or SECTION 6.1; or

                  (d) BREACH OF WARRANTY. Any representation, warranty,
certification or other statement made by any Credit Party in any Loan Document
or in any statement or certificate at any time given by such Person in writing
pursuant or in connection with any Loan Document is false in any material
respect (without duplication of materiality qualifiers contained therein) on the
date made; or

                  (e) OTHER DEFAULTS UNDER LOAN DOCUMENTS. Any Credit Party
defaults in the performance of or compliance with any term contained in this
Agreement or the other Loan Documents (other than occurrences described in other
provisions of this SECTION 7.1 for which a different grace or cure period is
specified, or for which no cure period is specified and which constitute
immediate Events of Default) and such default is not remedied or waived within
thirty (30) days after the earlier of (1) receipt by Borrower of notice from
Agent or Requisite Lenders of such default or (2) actual knowledge of Borrower
or any other Credit Party of such default; or

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                  (f) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1)
A court enters a decree or order for relief with respect to any Credit Party in
an involuntary case under the Bankruptcy Code, which decree or order is not
stayed or other similar relief is not granted under any applicable federal or
state law; or (2) the continuance of any of the following events for sixty (60)
days unless dismissed, bonded or discharged: (a) an involuntary case is
commenced against any Credit Party, under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect; or (b) a decree or order of a
court for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over any Credit Party, or over
all or a substantial part of its property, is entered; or (c) a receiver,
trustee or other custodian is appointed without the consent of a Credit Party,
for all or a substantial part of the property of the Credit Party; or

                  (g) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1)
any Credit Party commences a voluntary case under the Bankruptcy Code, or
consents to the entry of an order for relief in an involuntary case or to the
conversion of an involuntary case to a voluntary case under any such law or
consents to the appointment of or taking possession by a receiver, trustee or
other custodian for all or a substantial part of its property; or (2) any Credit
Party makes any assignment for the benefit of creditors; or (3) the Board of
Directors of any Credit Party adopts any resolution or otherwise authorizes
action to approve any of the actions referred to in this SECTION 7.1(g); or

                  (h) JUDGMENT AND ATTACHMENTS. Any money judgment, writ or
warrant of attachment, or similar process (other than those described elsewhere
in this SECTION 7.1) involving (1) an amount in any individual case in excess of
$250,000 or (2) an amount in the aggregate at any time in excess of $500,000 (in
either case to the extent not adequately covered by insurance in Agent's sole
discretion as to which the insurance company has acknowledged coverage) is
entered or filed against one or more of the Credit Parties or any of their
respective assets and remains undischarged, unvacated, unbonded or unstayed for
a period of thirty (30) days or in any event later than five (5) Business Days
prior to the date of any proposed sale thereunder; or

                  (i) DISSOLUTION. Any order, judgment or decree is entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order remains undischarged or unstayed for a period in excess of
fifteen (15) days; or

                  (j) SOLVENCY. Borrower ceases to be Solvent, the Credit
Parties and their Subsidiaries, taken as a whole, cease to be Solvent, or any
Credit Party fails to pay its debts as they become due or admits in writing its
present or prospective inability to pay its debts as they become due; or

                  (k) INVALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents
for any reason, other than a partial or full release in accordance with the
terms thereof, ceases to be in full force and effect or is declared to be null
and void, or any Credit Party denies that it has any further liability under any
Loan Documents to which it is party, or gives notice to such effect; or

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                  (l) DAMAGE; CASUALTY. Any event occurs, whether or not insured
or insurable, as a result of which revenue-producing activities cease or are
substantially curtailed at any facility of any Credit Party generating more than
5% of the consolidated revenues of the Credit Parties for the Fiscal Year
preceding such event and such cessation or curtailment continues for more than
15 days; or

                  (m) CHANGE OF CONTROL. A Change of Control occurs; or

                  (n) INVALIDITY OF INTERCREDITOR AGREEMENT. The Liens securing
the Second Lien Loan Obligations cease to be subordinated to the Liens securing
the Obligations in the manner contemplated by the Intercreditor Agreement, the
Intercreditor Agreement for any reason ceases to be in full force and effect, is
declared to be null and void or any "Second Lien Secured Creditor" (as defined
therein) claims that is not bound thereby or give notice to such effect.

         7.2      SUSPENSION OR TERMINATION OF COMMITMENTS.
                  -----------------------------------------

         Upon the occurrence of any Default or Event of Default, Agent may, and
at the request of Requisite Revolving Lenders Agent shall, without notice or
demand, immediately suspend or terminate all or any portion of Lenders'
obligations to make additional Advances or issue or cause to be issued Letters
of Credit under the Revolving Loan Commitment; PROVIDED that, in the case of a
Default, if the subject condition or event is waived by Requisite Revolving
Lenders or cured within any applicable grace or cure period, the Revolving Loan
Commitment shall be reinstated.

         7.3      ACCELERATION AND OTHER REMEDIES.
                  --------------------------------

         Upon the occurrence of any Event of Default described in SECTIONS
7.1(f) or 7.1(g), the Commitments shall be immediately terminated and all of the
Obligations, including the Revolving Loans, shall automatically become
immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other requirements of any kind,
all of which are hereby expressly waived by Borrower, and the Commitments shall
thereupon terminate. Upon the occurrence and during the continuance of any other
Event of Default, Agent may, and at the request of the Requisite Lenders, Agent
shall, by written notice to Borrower (a) reduce the aggregate amount of the
Commitments from time to time, (b) declare all or any portion of the Loans and
all or any portion of the other Obligations to be, and the same shall forthwith
become, immediately due and payable together with accrued interest thereon, (c)
terminate all or any portion of the obligations of Agent, L/C Issuers and
Lenders to make Revolving Credit Advances and issue Letters of Credit, (d)
demand that Borrower immediately deliver to Agent either (i) cash for the
benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an
amount equal to 105% of the aggregate outstanding Letter of Credit Obligations
or (ii) an Acceptable Standby Letter of credit for the benefit of the L/C
Issuers (and Borrower shall then immediately so deliver), and (e) exercise any
other remedies which may be available under the Loan Documents or applicable
law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each
Lender with a participation in any Letters of Credit then outstanding, a
security interest in such cash collateral or Acceptable Standby Letter of Credit
to secure all of the Letter of Credit Obligations. Any such cash collateral or
Acceptable Standby Letter of Credit shall be made available by Agent to L/C


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 Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters
of Credit and any Fees, Charges and expenses of L/C Issuers with respect to such
Letters of Credit and the unused portion thereof, after all such Letters of
Credit shall have expired or been fully drawn upon, shall be applied to pay any
other Obligations. After all such Letters of Credit shall have expired or been
fully drawn upon and the Termination Date shall have occurred, the balance, if
any, of such cash collateral or Acceptable Standby Letter of Credit shall be
(subject to any rights of third parties and except as otherwise directed by a
court of competent jurisdiction) returned to Borrower. Borrower shall from time
to time execute and deliver to Agent such further documents and instruments as
Agent may reasonably request with respect to such cash collateral.

         7.4      PERFORMANCE BY AGENT.
                  ---------------------

         If any Credit Party shall fail to perform any covenant, duty or
agreement contained in any of the Loan Documents which failure constitutes an
Event of Default, Agent may perform or attempt to perform such covenant, duty or
agreement on behalf of such Credit Party after the expiration of any cure or
grace periods set forth herein. In such event, such Credit Party shall, at the
request of Agent, promptly pay any amount reasonably expended by Agent in such
performance or attempted performance to Agent, together with interest thereon at
the highest rate of interest in effect upon the occurrence of an Event of
Default as specified in SECTION 1.2(d) from the date of such expenditure until
paid. Notwithstanding the foregoing, it is expressly agreed that Agent shall not
have any liability or responsibility for the performance of any obligation of
any Credit Party under this Agreement or any other Loan Document.

         7.5      APPLICATION OF PROCEEDS.
                  ------------------------

         Notwithstanding anything to the contrary contained in this Agreement,
upon the occurrence and during the continuance of an Event of Default, Borrower
irrevocably waives the right to direct the application of any and all payments
at any time or times thereafter received by Agent from or on behalf of Borrower,
and subject to the Intercreditor Agreement, Agent shall have the continuing and
exclusive right to apply and to reapply any and all payments received at any
time or times after the occurrence and during the continuance of an Event of
Default. Notwithstanding anything to the contrary contained in this Agreement
(including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject
to the Intercreditor Agreement, all payments (including the proceeds of any
Asset Disposition or other sale of, or other realization upon, all or any part
of the Collateral) received after acceleration of the Obligations shall be
applied as follows: FIRST, to all costs and expenses incurred by or owing to
Agent and any Lender with respect to this Agreement, the other Loan Documents or
the Collateral; SECOND, to accrued and unpaid interest and Fees with respect to
the Obligations (including any interest which but for the provisions of the
Bankruptcy Code, would have accrued on such amounts); THIRD, to the principal
amount of the Obligations outstanding (including Swap Reimbursement Obligations
but excluding Obligations owed to any Lender under an Interest Rate Agreement)
and to cash collateralize outstanding Letters of Credit (pro rata among all such
Obligations (based upon the principal amount thereof or the outstanding face
amount of such Letters of Credit, as applicable) (and with respect to amounts
applied to Term Loan B, pro rata among all remaining Scheduled Installments
thereof); and FOURTH to any other obligations of Borrower owing to Agent or any
Lender under the Loan Documents or any Interest Rate Agreement. Any balance
remaining shall be delivered to Borrower or to whomever may be lawfully entitled
to receive such balance or as a court of competent jurisdiction may direct.

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                                   SECTION 8.
                          ASSIGNMENT AND PARTICIPATION
                          ----------------------------

         8.1      ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT.
                  -----------------------------------------------

                  (a) BINDING EFFECT. This Agreement shall become effective when
it shall have been executed by Credit Parties and the Agent and when the Agent
shall have been notified by each Lender and L/C Issuer that such Lender or L/C
Issuer has executed it. Thereafter, it shall be binding upon and inure to the
benefit of, but only to the benefit of, each Credit Party (in each case except
for SECTION 8.2), the Agent, each Lender and L/C Issuer and, to the extent
provided in SECTION 8.2, each other Indemnitee and Secured Party and, in each
case, their respective successors and permitted assigns. Except as expressly
provided in any Loan Document (including in SECTION 8.2), no Credit Party, any
L/C Issuer or the Agent shall have the right to assign any rights or obligations
hereunder or any interest herein.

                  (b) RIGHT TO ASSIGN. Each Lender may sell or assign all or a
portion of its rights and obligations hereunder (including all or a portion of
its Commitments and its rights and obligations with respect to Loans and Letters
of Credit) to (i) any existing Lender, (ii) any Affiliate or Approved Fund of
any existing Lender or (iii) any other Person acceptable (which acceptance shall
not be unreasonably withheld or delayed) to the Agent and, as long as no Event
of Default is continuing, the Borrower; PROVIDED, HOWEVER, that (x) such sales
and assignments do not have to be ratable between the Facilities but must be
ratable among the obligations owing to and owed by such Lender with respect to a
Facility and (y) for each Facility, the aggregate outstanding principal amount
(determined as of the effective date of the applicable Assignment Agreement) of
the Loans, Commitments and Letter of Credit subject to any such sale or
assignment shall be an integral multiple of $1,000,000, unless such sale or
assignment is made to an existing Lender or an Affiliate or Approved Fund of any
existing Lender, is of the assignor's (together with its Affiliates and Approved
Funds) entire interest in such Facility or is made with the prior consent of the
Borrower and the Agent; PROVIDED, FURTHER, HOWEVER that no Lender may sell or
assign all or a portion of its rights hereunder to any Person who is a Credit
Party or who to the actual knowledge of such Lender at the time of the
contemplated assignment is an Affiliate of any Credit Party.

                  (c) PROCEDURE. The parties to each sale or assignment made in
reliance on CLAUSE (B) above (other than those described in CLAUSE (E) or (F)
below) shall execute and deliver to the Agent (which shall keep a copy thereof)
an Assignment Agreement, together with any existing Note subject to such sale or
assignment (or any affidavit of loss therefor acceptable to the Agent and the
Borrower), any tax forms required to be delivered pursuant to SECTION 1.9 and
payment by the assignee of an assignment fee in the amount of $3,500; PROVIDED,
however, that no assignment fee shall be due in connection with an assignment by
a Lender to an existing Lender, an Affiliate of such Lender or an Approved Fund.
Each assigning Lender shall provide notice of each such assignment to Borrower
and Borrower shall update its records to properly reflect such assignment. Upon


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 receipt of all the foregoing, and conditioned upon such receipt and upon the
Agent consenting to such Assignment Agreement, from and after the effective date
specified in such Assignment Agreement, the Agent shall record or cause to be
recorded in the Loan Account the information contained in such Assignment
Agreement; PROVIDED, however, that that consent of the Agent shall not be
required in connection with an assignment by a Lender to an existing Lender, an
Affiliate of such Lender or an Approved Fund.

                  (d) EFFECTIVENESS. Effective upon the entry of such record in
the Loan Account, (i) such assignee shall become a party hereto and, to the
extent that rights and obligations under the Loan Documents have been assigned
to such assignee pursuant to such Assignment Agreement, shall have the rights
and obligations of a Lender, (ii) any applicable Note shall be transferred to
such assignee through such entry and (iii) the assignor thereunder shall, to the
extent that rights and obligations under this Agreement have been assigned by it
pursuant to such Assignment Agreement, relinquish its rights (except for those
surviving the termination of the Commitments and the payment in full of the
Obligations) and be released from its obligations under the Loan Documents,
other than those relating to events or circumstances occurring prior to such
assignment (and, in the case of an Assignment Agreement covering all or the
remaining portion of an assigning Lender's rights and obligations under the Loan
Documents, such Lender shall cease to be a party hereto except that each Lender
agrees to remain bound by SECTION 8.2, SECTION 8.3 to the extent provided in
SECTION 8.2(n) and SECTION 9.13).

                  (e) GRANT OF SECURITY INTERESTS. In addition to the other
rights provided in this SECTION 8.1, each Lender may grant a security interest
in, or otherwise assign as collateral, any of its rights under this Agreement,
whether now owned or hereafter acquired (including rights to payments of
principal or interest on the Loans), to (A) any federal reserve bank (pursuant
to Regulation A of the Federal Reserve Board) or other funding source in support
of borrowings made by such Lender from such Person, without notice to the Agent
or (B) any holder of, or trustee for the benefit of the holders of, such
Lender's Securities by notice to the Agent; PROVIDED, HOWEVER, that no such
holder or trustee, whether because of such grant or assignment or any
foreclosure thereon (unless such foreclosure is made through an assignment in
accordance with CLAUSE (B) above), shall be entitled to any rights of such
Lender hereunder and no such Lender shall be relieved of any of its obligations
hereunder.

                  (f) PARTICIPANTS AND SPVS. In addition to the other rights
provided in this SECTION 8.1, each Lender may, (x) with notice to the Agent,
grant to an SPV, organized, administered or managed by such Lender, the option
to make all or any part of any Loan that such Lender would otherwise be required
to make hereunder (and the exercise of such option by such SPV and the making of
Loans pursuant thereto shall satisfy the obligation of such Lender to make such
Loans hereunder) and such SPV may assign to such Lender the right to receive
payment with respect to any Obligation and (y) without notice to or consent from
the Agent or the Borrower, sell participations to one or more Persons in or to
all or a portion of its rights and obligations under the Loan Documents
(including all its rights and obligations with respect to the Term Loan,
Revolving Loans and Letters of Credit); PROVIDED, HOWEVER, that, whether as a
result of any term of any Loan Document or of such grant or participation, (i)
no such SPV or participant shall have a commitment, or be deemed to have made an
offer to commit, to make Loans hereunder, and, except as provided in the
applicable option agreement, none shall be liable for any obligation of such
Lender hereunder, (ii) if any such SPV or participant elects not to exercise its


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 option to fund or otherwise fails to provide all or any part of a Loan, the
Lender granting such option or participation shall be obligated to make such
Loan pursuant to the terms hereof, (iii) such Lender's rights and obligations,
and the rights and obligations of the Credit Parties and the Secured Parties
towards such Lender, under any Loan Document shall remain unchanged and each
other party hereto shall continue to deal solely with such Lender, which shall
remain the holder of the Obligations in the Loan Account, except that (A) each
such participant and SPV shall be entitled to the benefit of SECTIONS 1.8 and
SECTION 1.9, but only to the extent such participant or SPV delivers the tax
forms such Lender is required to collect pursuant to SECTION 1.9 and then only
to the extent of any amount to which such Lender would be entitled in the
absence of any such grant or participation and (B) each such SPV may receive
other payments that would otherwise be made to such Lender pursuant to the terms
hereof with respect to Loans funded by such SPV to the extent provided in the
applicable option agreement and set forth in a notice provided to the Agent by
such SPV and such Lender, PROVIDED, HOWEVER, that in no case (including pursuant
to CLAUSE (A) or (B) above) shall an SPV or participant have the right to
enforce any of the terms of any Loan Document and (iv) the consent of such SPV
or participant shall not be required (either directly, as a restraint on such
Lender's ability to consent hereunder or otherwise) for any amendments, waivers
or consents with respect to any Loan Document or to exercise or refrain from
exercising any powers or rights such Lender may have under or in respect of the
Loan Documents (including the right to enforce or direct enforcement of the
Obligations), except for those described in SECTIONS 9.2(c)(ii) and (c)(iii)
with respect to amounts, or dates fixed for payment of amounts, to which such
participant or SPV would otherwise be entitled and, in the case of participants,
except for releases of all or substantially all of the Collateral (other than in
accordance with this Agreement and the other Loan Documents). No party hereto
shall institute against any SPV grantee of an option pursuant to this clause (f)
any bankruptcy, reorganization, insolvency, liquidation or similar proceeding,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper of such SPV; provided, however, that each Lender
having designated an SPV as such agrees to indemnify each Indemnitee against any
Liability that may be incurred by, or asserted against, such Indemnitee as a
result of failing to institute such proceeding (including a failure to get
reimbursed by such SPV for any such Liability). The agreement in the preceding
sentence shall survive the termination of the Commitments and the payment in
full of the Obligations.

                  (g) Nothing contained in this SECTION 8 shall require the
consent of any party for GE Capital to assign any of its rights in respect of
any Swap Related Reimbursement Obligation.

         8.2      AGENT.
                  ------

                  (a) APPOINTMENT. Each Lender hereby designates and appoints GE
Capital as its Agent under this Agreement and the other Loan Documents, and each
Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral
Documents and to take such action or to refrain from taking such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers as are set forth herein or therein, together with such
other powers as are reasonably incidental thereto. Agent is authorized and
empowered to amend, modify, or waive any provisions of this Agreement or the
other Loan Documents on behalf of Lenders subject to the requirement that
certain of Lenders' consent be obtained in certain instances as provided in this
SECTION 8.2 and SECTION 9.2. The provisions of this SECTION 8.2 are solely for


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 the benefit of Agent and Lenders and neither Borrower nor any other Credit Party
shall have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, Agent shall
act solely as agent of Lenders and does not assume and shall not be deemed to
have assumed any obligation toward or relationship of agency or trust with or
for Borrower or any other Credit Party. Agent may perform any of its duties
hereunder, or under the Loan Documents, by or through its agents or employees.

                  (b) NATURE OF DUTIES. The duties of Agent shall be mechanical
and administrative in nature. Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender. Nothing in this Agreement or
any of the Loan Documents, express or implied, is intended to or shall be
construed to impose upon Agent any obligations in respect of this Agreement or
any of the Loan Documents except as expressly set forth herein or therein. Each
Lender shall make its own independent investigation of the financial condition
and affairs of each Credit Party in connection with the extension of credit
hereunder and shall make its own appraisal of the creditworthiness of each
Credit Party, and Agent shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto (other than as expressly required herein). If
Agent seeks the consent or approval of any Lenders to the taking or refraining
from taking any action hereunder, then Agent shall send notice thereof to each
Lender. Agent shall promptly notify each Lender any time that the Requisite
Lenders, Requisite Revolving Lenders or Supermajority Revolving Lenders have
instructed Agent to act or refrain from acting pursuant hereto.

                  (c) RIGHTS, EXCULPATION, ETC. Neither Agent nor any of its
officers, directors, employees or agents shall be liable to any Lender for any
action taken or omitted by them hereunder or under any of the Loan Documents, or
in connection herewith or therewith, except that Agent shall be liable to the
extent of its own gross negligence or willful misconduct as determined by a
final non-appealable order by a court of competent jurisdiction. Agent shall not
be liable for any apportionment or distribution of payments made by it in good
faith and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any Lender to whom payment was
due but not made, shall be to recover from other Lenders any payment in excess
of the amount to which they are determined to be entitled (and such other
Lenders hereby agree to return to such Lender any such erroneous payments
received by them). In no event shall Agent be liable for punitive, special,
consequential, incidental, exemplary or other similar damages. In performing its
functions and duties hereunder, Agent shall exercise the same care which it
would in dealing with loans for its own account, but neither Agent nor any of
its agents or representatives shall be responsible to any Lender for any
recitals, statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility, or
sufficiency of this Agreement or any of the Loan Documents or the transactions
contemplated thereby, or for the financial condition of any Credit Party. Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any of the Loan Documents or the financial condition of any Credit Party, or the
existence or possible existence of any Default or Event of Default. Agent may at
any time request instructions from Requisite Lenders, Requisite Revolving


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 Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to
any actions or approvals which by the terms of this Agreement or of any of the
Loan Documents Agent is permitted or required to take or to grant. If such
instructions are promptly requested, Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until it shall have
received such instructions from the Requisite Lenders, Requisite Revolving
Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as
shall be prescribed by this Agreement. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against Agent as a result of Agent
acting or refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
applicable; and, notwithstanding the instructions of Requisite Lenders,
Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected
Lenders, as applicable, Agent shall have no obligation to take any action if it
believes, in good faith, that such action is deemed to be illegal by Agent or
exposes Agent to any liability for which it has not received satisfactory
indemnification in accordance with SECTION 8.2(e).

                  (d) RELIANCE. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, fax or telegram) believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person, and with respect to all matters pertaining to this Agreement
or any of the Loan Documents and its duties hereunder or thereunder. Agent shall
be entitled to rely upon the advice of legal counsel, independent accountants,
and other experts selected by Agent in its sole discretion.

                  (e) INDEMNIFICATION. Lenders will reimburse and indemnify
Agent for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, attorneys' fees and expenses), advances or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against
Agent in its capacity as such in any way relating to or arising out of this
Agreement or any of the Loan Documents or any action taken or omitted by Agent
in its capacity as such in under this Agreement or any of the Loan Documents, in
proportion to each Lender's Pro Rata Share, but only to the extent that any of
the foregoing is not reimbursed by Borrower; provided, however, that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, advances or
disbursements to the extent resulting from Agent's gross negligence or willful
misconduct as determined by a final non-appealable order by a court of competent
jurisdiction. If any indemnity furnished to Agent for any purpose shall, in the
opinion of Agent, be insufficient or become impaired, Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against even if so directed by the Requisite Lenders, Requisite Revolving
Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as
shall be prescribed by this Agreement until such additional indemnity is
furnished. The obligations of Lenders under this SECTION 8.2(E) shall survive
the payment in full of the Obligations and the termination of this Agreement.

                  (f) GE CAPITAL (OR ANY SUCCESSOR AGENT) INDIVIDUALLY. With
respect to its Commitments hereunder, GE Capital (or any successor Agent) shall
have and may exercise the same rights and powers hereunder and is subject to the
same obligations and liabilities as and to the extent set forth herein for any
other Lender. The terms "Lenders," "Requisite Lenders," "Requisite Revolving
Lenders," "Supermajority Revolving Lenders" or any similar terms shall, unless
the context clearly otherwise indicates, include GE Capital (or any successor


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 Agent) in its individual capacity as a Lender or one of the Requisite Lenders,
Requisite Revolving Lenders or Supermajority Revolving Lenders. GE Capital (or
any successor Agent), either directly or through strategic affiliations, may
lend money to, acquire equity or other ownership interests in, provide advisory
services to and generally engage in any kind of banking, trust or other business
with any Credit Party as if it were not acting as Agent pursuant hereto and
without any duty to account therefor to Lenders. GE Capital (or any successor
Agent), either directly or through strategic affiliations, may accept fees and
other consideration from any Credit Party for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.

                  (g) SUCCESSOR AGENT.

                           (i) RESIGNATION. Upon notice to the Borrower, Agent
may, and upon written request of Requisite Lenders shall, resign from the
performance of all its agency functions and duties hereunder at any time. Such
resignation shall take effect immediately unless otherwise indicated by the
Requisite Lenders or Agent, as the case may be, provided it is understood and
agreed that the removed or resigning Agent ("PRIOR AGENT") may be required to
remain in its role as collateral agent for a reasonable period of time with
respect to holding and perfecting Liens on Collateral to allow documentation of
the transfer of the agency responsibility and authority. It is understood that
the Prior Agent shall retain all of the benefits of the indemnity provisions
contained in this Agreement during such period.

                           (ii) APPOINTMENT OF SUCCESSOR. Upon any such notice
of resignation pursuant to clause (i) above, Requisite Lenders shall appoint a
successor Agent which, unless an Event of Default has occurred and is
continuing, shall be subject to Borrower's approval (which shall not be
unreasonably withheld or delayed). If a successor Agent shall not have been so
appointed within the thirty (30) Business Day period referred to in clause (i)
above, the retiring Agent, upon notice to Borrower, shall then appoint a
successor Agent who shall serve as Agent until such time, if any, as Requisite
Lenders appoint a successor Agent as provided above.

                           (iii) SUCCESSOR AGENT. Upon the acceptance of any
appointment as Agent under the Loan Documents by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under the Loan
Documents. After any retiring Agent's resignation as Agent, the provisions of
this SECTION 8.2 shall continue to inure to its benefit as to any actions taken
or omitted to be taken by it in its capacity as Agent.

                  (h)      COLLATERAL MATTERS.
                           -------------------

                           (i) RELEASE OF COLLATERAL. Lenders hereby irrevocably
authorize Agent, at its option and in its discretion, to release or subordinate
any Lien granted to or held by Agent upon any Collateral (w) with respect to any
assets that are subject to a Permitted Encumbrance described in clause (j) or
(l) of the definition of Permitted Encumbrances so long as such release or
subordination is made in connection with the acquisition of such asset, (x) on


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 the Termination Date, (y) constituting property being sold or disposed of if
Borrower certifies to Agent that the sale or disposition is made in compliance
with the provisions of this Agreement (and Agent may rely in good faith
conclusively on any such certificate, without further inquiry) or (z) in
accordance with the provisions of the next sentence.

                           (ii) CONFIRMATION OF AUTHORITY; EXECUTION OF
RELEASES. Without in any manner limiting Agent's authority to act without any
specific or further authorization or consent by Lenders (as set forth in SECTION
8.2(h)(i)), each Lender agrees to confirm in writing, upon request by Agent or
Borrower, the authority to release any Collateral conferred upon Agent under
clauses (x) and (y) of SECTION 8.2(h)(i). Upon receipt by Agent of any required
confirmation from the Requisite Lenders of its authority to release any
particular item or types of Collateral, and upon at least ten (10) Business
Days' prior written request by Borrower, Agent shall (and is hereby irrevocably
authorized by Lenders to) execute such documents as may be necessary to evidence
the release of the Liens granted to Agent upon such Collateral; PROVIDED,
HOWEVER, that (x) Agent shall not be required to execute any such document on
terms which, in Agent's opinion, would expose Agent to liability or create any
obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (y) such release shall not in any manner
discharge, affect or impair the Obligations or any Liens upon (or obligations of
any Credit Party, in respect of), all interests retained by any Credit Party,
including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

                           (iii) ABSENCE OF DUTY. Agent shall have no obligation
whatsoever to any Lender or any other Person to assure that the property covered
by the Collateral Documents exists or is owned by Borrower or any other Credit
Party or is cared for, protected or insured or has been encumbered or that the
Liens granted to Agent have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this SECTION 8.2(h) or
in any of the Loan Documents, it being understood and agreed that in respect of
the property covered by the Collateral Documents or any act, omission or event
related thereto, Agent may act in any manner it may deem appropriate, in its
discretion, given Agent's own interest in property covered by the Collateral
Documents as one of the Lenders and that Agent shall have no duty or liability
whatsoever to any of the other Lenders, PROVIDED that Agent shall exercise the
same care which it would in dealing with loans for its own account.

                  (i) AGENCY FOR PERFECTION. Agent and each Lender hereby
appoint each other Lender as agent for the purpose of perfecting Agent's
security interest in assets which, in accordance with the Code in any applicable
jurisdiction, can be perfected by possession or control. Should any Lender
(other than Agent) obtain possession or control of any such assets, such Lender
shall notify Agent thereof, and, promptly upon Agent's request therefor, shall
deliver such assets to Agent or in accordance with Agent's instructions or
transfer control to Agent in accordance with Agent's instructions. Each Lender
agrees that it will not have any right individually to enforce or seek to
enforce any Collateral Document or to realize upon any collateral security for
the Loans unless instructed to do so by Agent in writing, it being understood
and agreed that such rights and remedies may be exercised only by Agent.

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                  (j) NOTICE OF DEFAULT. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default except
with respect to defaults in the payment of principal, interest and Fees required
to be paid to Agent for the account of Lenders, unless Agent shall have received
written notice from a Lender or Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default". Agent will use reasonable efforts to promptly notify each Lender of
its receipt of any such notice, unless such notice is with respect to defaults
in the payment of principal, interest and fees, in which case Agent will notify
each Lender of its receipt of such notice. Agent shall take such action with
respect to such Default or Event of Default as may be requested by Requisite
Lenders in accordance with SECTION 7. Unless and until Agent has received any
such request, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interests of Lenders.

                  (k) LENDER ACTIONS AGAINST COLLATERAL. Each Lender agrees that
it will not take any enforcement action, nor institute any actions or
proceedings, with respect to the Loans, against Borrower or any Credit Party
hereunder or under the other Loan Documents or against any Collateral (including
the exercise of any right of set-off) without the consent of the Agent or
Requisite Lenders. All such enforcement actions and proceedings shall be (i)
taken in concert and (ii) at the direction of or with the consent of Agent or
Requisite Lenders. Agent is authorized to issue all notices to be issued by or
on behalf of Lenders with respect to any Subordinated Debt and the Second Lien
Loan. With respect to any action by Agent to enforce the rights and remedies of
Agent and the Lenders under this Agreement and the other Loan Documents, each
Lender hereby consents to the jurisdiction of the court in which such action is
maintained, and agrees to deliver its Notes to Agent to the extent necessary to
enforce the rights and remedies of Agent for the benefit of the Lenders under
any mortgages in accordance with the provisions hereof.

                  (l) AGENT REPORTS. Each Lender may from time to time receive
one or more reports or other information (each, a "REPORT") prepared by or on
behalf of Agent (or one or more of Agent's Affiliates). With respect to each
Report, each Lender hereby agrees that:

                           (i) Agent (and Agent's Affiliates) shall have no
duties or obligations in connection with or as a result of a Lender receiving a
copy of a Report, which will be provided solely as a courtesy, without
consideration. Each Lender will perform its own diligence and will make its own
independent investigation of the operations, financial conditions and affairs of
the Credit Parties and will not rely on any Report or make any claim that it has
done so. In addition, each Lender releases, and agrees that it will not assert,
any claim against Agent (or one or more of Agent's Affiliates) that in any way
relates to any Report or arises out of a Lender having access to any Report or
any discussion of its contents, and each Lender agrees to indemnify and hold
harmless Agent (and Agent's Affiliates) and their respective officers,
directors, employees, agents and attorneys from all claims, liabilities and
expenses relating to a breach by a Lender or any of its personnel of this
Section or otherwise arising out of a Lender's access to any Report or any
discussion of its contents;

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                           (ii) Each Report may not be complete and certain
information and findings obtained by Agent (or one or more of Agent's
Affiliates) regarding the operations and condition of the Credit Parties may not
be reflected in each Report. Agent (and Agent's Affiliates) makes no
representations or warranties of any kind with respect to (i) any existing or
proposed financing; (ii) the accuracy or completeness of the information
contained in any Report or in any other related documentation; (iii) the scope
or adequacy of Agent's (and Agent's Affiliates') due diligence, or the presence
or absence of any errors or omissions contained in any Report or in any other
related documentation; and (iv) any work performed by Agent (or one or more of
Agent's Affiliates) in connection with or using any Report or any related
documentation; and

                           (iii) Each Lender agrees to safeguard each Report and
any related documentation with the same care which it uses with respect to
information of its own which it does not desire to disseminate or publish, and
agrees not to reproduce or distribute or provide copies of or disclose any
Report or any other related documentation or any related discussions to anyone.

                  (m) INTERCREDITOR AGREEMENT AND POST-CLOSING AGREEMENT. EACH
LENDER AND EACH OTHER PERSON PARTY HERETO FROM TIME TO TIME (OTHER THAN THE
CREDIT PARTIES) HEREBY (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE
INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY
TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND
INSTRUCTS THE AGENT ON ITS BEHALF TO ENTER INTO THE INTERCREDITOR AGREEMENT AS
FIRST LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF OF SUCH LENDER. AGENT IS
AUTHORIZED TO EXECUTE AND DELIVER THE POST-CLOSING AGREEMENT, AND EACH LENDER BY
MAKING OR PURCHASING AN INTEREST IN ANY LOAN AT ANY TIME SHALL BE DEEMED TO HAVE
AGREED TO BE BOUND BY SUCH AGREEMENT.

                  (n) ADDITIONAL SECURED PARTIES. The benefit of the provisions
of the Loan Documents directly relating to the Collateral or any Lien granted
thereunder shall extend to and be available to any Secured Party that is not a
Lender as long as, by accepting such benefits, such Secured Party agrees, as
among the Agent and all other Secured Parties, that such Secured Party is bound
by (and, if requested by the Agent, shall confirm such agreement in a writing in
form and substance acceptable to the Agent) this SECTION 8.2, SECTION 8.3 and
SECTION 9.13 and the decisions and actions of the Agent and the Required Lenders
(or, where expressly required by the terms of this Agreement, a greater
proportion of the Lenders) to the same extent a Lender is bound; PROVIDED,
HOWEVER, that, notwithstanding the foregoing, (a) such Secured Party shall be
bound by SECTION 8.2(e) only to the extent of Liabilities, costs and expenses
with respect to or otherwise relating to the Collateral held for the benefit of
such Secured Party, in which case the obligations of such Secured Party
thereunder shall not be limited by any concept of Pro Rata Share or similar
concept, (b) each of the Agent and the Lenders shall be entitled to act at its
sole discretion, without regard to the interest of such Secured Party,
regardless of whether any Obligation to such Secured Party thereafter remains
outstanding, is deprived of the benefit of the Collateral, becomes unsecured or


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 is otherwise affected or put in jeopardy thereby, and without any duty or
liability to such Secured Party or any such Obligation and (c) such Secured
Party shall not have any right to be notified of, consent to, direct, require or
be heard with respect to, any action taken or omitted in respect of the
Collateral or under any Loan Document.

         8.3      SET OFF AND SHARING OF PAYMENTS.
                  --------------------------------

         Subject to SECTION 8.2(k), in addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
during the continuance of any Event of Default, each Lender is hereby authorized
by Borrower at any time or from time to time, with reasonably prompt subsequent
notice to Borrower (any prior or contemporaneous notice being hereby expressly
waived) to set off and to appropriate and to apply any and all (A) balances held
by such Lender at any of its offices for the account of Borrower or any of its
Subsidiaries (regardless of whether such balances are then due to Borrower or
its Subsidiaries), and (B) other property at any time held or owing by such
Lender to or for the credit or for the account of Borrower or any of its
Subsidiaries, against and on account of any of the Obligations; except that no
Lender shall exercise any such right without the prior written consent of Agent.
Notwithstanding anything herein to the contrary, the failure to give notice of
any set off and application made by such Lender to Borrower shall not affect the
validity of such set off and application. Any Lender exercising a right to set
off shall purchase for cash (and the other Lenders shall sell) interests in each
of such other Lender's Pro Rata Share of the Obligations as would be necessary
to cause all Lenders to share the amount so set off with each other Lender
entitled to share in the amount so set off in accordance with their respective
Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that
any Lender may exercise its right to set off with respect to amounts in excess
of its Pro Rata Share of the Obligations and upon doing so shall deliver such
amount so set off to the Agent for the benefit of all Lenders entitled to share
in the amount so set off in accordance with their Pro Rata Shares.

         8.4      DISBURSEMENT OF FUNDS.
                  ----------------------

         Agent may, on behalf of Lenders, disburse funds to Borrower for Loans
requested. Each Lender shall reimburse Agent on demand for all funds disbursed
on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent
its Pro Rata Share of any Loan before Agent disburses same to Borrower. If Agent
elects to require that each Lender make funds available to Agent prior to a
disbursement by Agent to Borrower, Agent shall advise each Lender by telephone
or fax of the amount of such Lender's Pro Rata Share of the Loan requested by
Borrower no later than 1:00 p.m. (New York time) on the Funding Date applicable
thereto, and each such Lender shall pay Agent such Lender's Pro Rata Share of
such requested Loan, in same day funds, by wire transfer to Agent's account on
such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share
within one (1) Business Day after Agent's demand, Agent shall promptly notify
Borrower, and Borrower shall immediately repay such amount to Agent. Any
repayment required pursuant to this SECTION 8.4 shall be without premium or
penalty. Nothing in this SECTION 8.4 or elsewhere in this Agreement or the other
Loan Documents, including the provisions of SECTION 8.5, shall be deemed to
require Agent to advance funds on behalf of any Lender or to relieve any Lender
from its obligation to fulfill its commitments hereunder or to prejudice any
rights that Agent or Borrower may have against any Lender as a result of any
default by such Lender hereunder.

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         8.5      DISBURSEMENTS OF ADVANCES; PAYMENT.
                  -----------------------------------

                  (a) ADVANCES; PAYMENTS.

                           (i) Revolving Lenders shall refund or participate in
the Swing Line Loan in accordance with clauses (iii) and (iv) of SECTION 1.1(C).
If the Swing Line Lender declines to make a Swing Line Advance or if Swing Line
Availability is zero, Agent shall notify Revolving Lenders, promptly after
receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00
p.m. (New York time) on the date such Notice of a Revolving Credit Advance is
received, by fax, telephone or other similar form of transmission. Each
Revolving Lender shall make the amount of such Lender's Pro Rata Share of such
Revolving Credit Advance available to Agent in same day funds by wire transfer
to Agent's account as set forth in SECTION 1.1(e) not later than 3:00 p.m. (New
York time) on the requested Funding Date in the case of an Index Rate Loans and
not later than 11:00 a.m. (New York time) on the requested Funding Date in the
case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent's
sole discretion, before receipt of such wire transfers), subject to the terms
hereof, Agent shall make the requested Revolving Credit Advance to Borrower as
designated by Borrower in the Notice of Revolving Credit Advance. All payments
by each Revolving Lender shall be made without setoff, counterclaim or deduction
of any kind.

                           (ii) At least once each calendar week or more
frequently at Agent's election (each, a "SETTLEMENT DATE"), Agent shall advise
each Lender by telephone or fax of the amount of such Lender's Pro Rata Share of
principal, interest and Fees paid for the benefit of Lenders with respect to
each applicable Loan. Provided that each Lender has funded all payments and
Advances required to be made by it and funded all purchases of participations
required to be funded by it under this Agreement and the other Loan Documents as
of such Settlement Date, Agent shall pay to each Lender such Lender's Pro Rata
Share of principal, interest and Fees paid by Borrower since the previous
Settlement Date for the benefit of such Lender on the Loans held by it. Such
payments shall be made by wire transfer to such Lender's account (as specified
by such Lender in ANNEX E or the applicable Assignment Agreement) not later than
2:00 p.m. (New York time) on the next Business Day following each Settlement
Date. To the extent that any Lender (a "NON-FUNDING LENDER") has failed to fund
all such payments and Advances or failed to fund the purchase of all such
participations required to be funded by such Lender pursuant to this Agreement,
Agent shall be entitled to set off the funding shortfall against that
Non-Funding Lender's Pro Rata Share of all payments received from Borrower.

                  (b) AVAILABILITY OF LENDER'S PRO RATA SHARE. Agent may assume
that each Revolving Lender will make its Pro Rata Share of each Revolving Credit
Advance available to Agent on each Funding Date. If such Pro Rata Share is not,
in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled
to recover such amount on demand from such Revolving Lender without setoff,
counterclaim or deduction of any kind. If any Revolving Lender fails to pay the
amount of its Pro Rata Share forthwith upon Agent's demand, Agent shall promptly
notify Borrower and Borrower shall immediately repay such amount to Agent.
Nothing in this SECTION 8.5(b) or elsewhere in this Agreement or the other Loan
Documents shall be deemed to require Agent to advance funds on behalf of any


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 Revolving Lender or to relieve any Revolving Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Borrower may
have against any Revolving Lender as a result of any default by such Revolving
Lender hereunder. To the extent that Agent advances funds to Borrower on behalf
of any Revolving Lender and is not reimbursed therefor on the same Business Day
as such Advance is made, Agent shall be entitled to retain for its account all
interest accrued on such Advance until reimbursed by the applicable Revolving
Lender.

                  (c) RETURN OF PAYMENTS.

                           (i) If Agent pays an amount to a Lender under this
Agreement in the belief or expectation that a related payment has been or will
be received by Agent from Borrower and such related payment is not received by
Agent, then Agent will be entitled to recover such amount from such Lender on
demand without setoff, counterclaim or deduction of any kind.

                           (ii) If Agent determines at any time that any amount
received by Agent under this Agreement must be returned to Credit Party or paid
to any other Person pursuant to any insolvency law or otherwise, then,
notwithstanding any other term or condition of this Agreement or any other Loan
Document, Agent will not be required to distribute any portion thereof to any
Lender. In addition, each Lender will repay to Agent on demand any portion of
such amount that Agent has distributed to such Lender, together with interest at
such rate, if any, as Agent is required to pay to Borrower or such other Person,
without setoff, counterclaim or deduction of any kind.

                  (d) NON-FUNDING LENDERS. The failure of any Non-Funding Lender
to make any Revolving Credit Advance or any payment required by it hereunder, or
to fund any purchase of any participation in any Swing Line Loan to be made or
funded by it on the date specified therefor shall not relieve any other Lender
(each such other Revolving Lender, an "OTHER LENDER") of its obligations to make
such Advance or fund the purchase of any such participation on such date, but
neither any Other Lender nor Agent shall be responsible for the failure of any
Non-Funding Lender to make an Advance, fund the purchase of a participation or
make any other payment required hereunder. Notwithstanding anything set forth
herein to the contrary, a Non-Funding Lender shall not have any voting or
consent rights under or with respect to any Loan Document or constitute a
"Lender" or a "Revolving Lender" (or be included in the calculation of
"Requisite Lenders", "Requisite Revolving Lenders" or "Supermajority Revolving
Lenders" hereunder) for any voting or consent rights under or with respect to
any Loan Document.

                                   SECTION 9.
                                  MISCELLANEOUS
                                  -------------

         9.1      INDEMNITIES.
                  ------------

         Borrower agrees to indemnify, pay, and hold Agent, each Lender, each
L/C Issuer and their respective Affiliates, officers, directors, employees,
agents, and attorneys (the "INDEMNITEES") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs and expenses (including all reasonable fees and expenses of
counsel to such Indemnitees) of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Indemnitee as a result of such


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 Indemnitees being a party to this Agreement or the transactions consummated
pursuant to this Agreement or otherwise relating to any of the Loan Documents or
Related Transactions; provided, that Borrower shall have no obligation to an
Indemnitee hereunder with respect to liabilities to the extent resulting from
the gross negligence or willful misconduct of that Indemnitee as determined by a
court of competent jurisdiction. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, Borrower agrees to make the
maximum contribution to the payment and satisfaction thereof which is
permissible under applicable law.

         9.2      AMENDMENTS AND WAIVERS.
                  -----------------------

                  (a) Except for actions expressly permitted to be taken by
Agent, no amendment, modification, termination or waiver of any provision of
this Agreement or any other Loan Document, or any consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by Borrower, and by Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
applicable. Except as set forth in clauses (b) and (c) below, all such
amendments, modifications, terminations or waivers requiring the consent of any
Lenders shall require the written consent of Requisite Lenders.

                  (b) No amendment, modification, termination or waiver of or
consent with respect to any provision of this Agreement that increases the
ratios set forth in the definition of Applicable Senior Multiple or Applicable
Total Multiple, shall be effective unless the same shall be in writing and
signed by Agent, Supermajority Revolving Lenders and Borrower. No amendment,
modification, termination or waiver of or consent with respect to any provision
of this Agreement that waives compliance with the conditions precedent set forth
in SECTION 2.2 to the making of any Loan or the incurrence of any Letter of
Credit Obligations shall be effective unless the same shall be in writing and
signed by Agent, Requisite Revolving Lenders and Borrower. Notwithstanding
anything contained in this Agreement to the contrary, no waiver or consent with
respect to any Default or any Event of Default shall be effective for purposes
of the conditions precedent to the making of Loans or the incurrence of Letter
of Credit Obligations set forth in SECTION 2.2 unless the same shall be in
writing and signed by Agent, Requisite Revolving Lenders and Borrower.

                  (c) No amendment, modification, termination or waiver shall,
unless in writing and signed by Agent and each Lender directly affected thereby:
(i) increase the principal amount, or postpone or extend the scheduled date of
expiration, of any Lender's Commitment (which action shall be deemed only to
affect those Lenders whose Commitments are increased or the scheduled date of
expiration of whose Commitments are postponed or extended and may be approved by
Requisite Lenders, including those Lenders whose Commitments are increased or
the scheduled date of expiration of whose Commitments are postponed or
extended); (ii) reduce the principal of, rate of interest on (other than any
determination or waiver to charge or not charge interest at the Default Rate) or
Fees payable with respect to any Loan or Letter of Credit Obligations of any
affected Lender; (iii) extend any scheduled payment date or final maturity date
of the principal amount of any Loan of any affected Lender or postpone or extend
the scheduled date of expiration of any Letter of Credit beyond the date set
forth in clause (b) of the initial sentence of SECTION 1.1(d)(iv); (iv) waive,
forgive, defer, extend or postpone any payment of interest or Fees as to any
affected Lender (which action shall be deemed only to affect those Lenders to
whom such payments are made); (v) release any Guaranty or, except as otherwise


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 permitted in SECTION 5.7 or SECTION 8.2(h), release Collateral (which action
shall be deemed to directly affect all Lenders); (vi) change the percentage of
the Commitments or of the aggregate unpaid principal amount of the Loans that
shall be required for Lenders or any of them to take any action hereunder (which
action shall be deemed to directly affect all Lenders); and (vii) amend or waive
this SECTION 9.2 or the definitions of the terms "Requisite Lenders", "Requisite
Revolving Lenders" or "Supermajority Revolving Lenders" insofar as such
definitions affect the substance of this SECTION 9.2 or the term "Pro Rata
Share" (which action shall be deemed to directly affect all Lenders).
Furthermore, no amendment, modification, termination or waiver affecting the
rights or duties of Agent or L/C Issuer, or of GE Capital in respect of any Swap
Related Reimbursement Obligations, under this Agreement or any other Loan
Document, including any release of any Guaranty or Collateral requiring a
writing signed by all Lenders, shall be effective unless in writing and signed
by Agent or L/C Issuer or GE Capital, as the case may be, in addition to Lenders
required hereinabove to take such action. Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for
the specific purpose for which it was given. No amendment, modification,
termination or waiver shall be required for Agent to take additional Collateral
pursuant to any Loan Document. No amendment, modification, termination or waiver
of any provision of any Note shall be effective without the written concurrence
of the holder of that Note. No notice to or demand on any Credit Party in any
case shall entitle such Credit Party or any other Credit Party to any other or
further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
SECTION 9.2 shall be binding upon each holder of the Notes at the time
outstanding and each future holder of the Notes.

         9.3      NOTICES.
                  --------

                  (a) ADDRESSES. All notices, demands, requests, directions and
other communications required or expressly authorized to be made by this
Agreement shall, whether or not specified to be in writing but unless otherwise
expressly specified to be given by any other means, be given in writing and (i)
addressed to the respective party as set forth below and otherwise to the party
to be notified at its address specified opposite its name on the signature page
of any applicable Assignment, (ii) posted to any E-SystemIntralinks(R) (to the
extent such system is available and set up by or at the direction of the Agent
or (prior to posting) in an appropriate location by uploading such notice,
demand, request, direction or other communication to www.intralinks.com, faxing
it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such
other means of posting to Intralinks(R) as may be available and reasonably
acceptable to the Agent prior to such posting, (iii) posted to any other
E-System set up by or at the direction of the Agent in an appropriate location
or (iv) addressed to such other address as shall be notified in writing (A) in
the case of the Borrower, the Agent and the Swingline Lender, to the other
parties hereto and (B) in the case of all other parties, to the Borrower and the
Agent. Transmission by electronic mail (including E-Fax, even if transmitted to
the fax numbers set forth in CLAUSE (i) above) shall not be sufficient or
effective to transmit any such notice under this SUBSECTION (a) unless such
transmission is an available means to post to any E-System.

         Notices shall be addressed as follows:

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             If to Borrower:                Radnet Management, Inc.
                                            c/o Primedex Health Systems, Inc.
                                            1510 Cotner Avenue
                                            Los Angeles, CA  90025
                                            ATTN:  Howard Berger, M.D.
                                            Fax:  (310) 445-2980

         With a copy to:                    Sheppard, Mullin, Richter & Hampton LLP
                                            1901 Avenue of the Stars, Suite 1600
                                            Los Angeles, CA 90067
                                            ATTN:  Linda Michaelson
                                            Fax:  (310) 228-3701

         If to Agent or GE Capital:         General Electric Capital Corporation
                                            2 Bethesda Metro Center
                                            Suite 600
                                            Bethesda, Maryland  20814
                                            ATTN: General Counsel - Healthcare Financial
                                                                    Services
                                            Fax: (301) 664-9866


         With a copy to:                    Latham & Watkins
                                            Sears Tower, Suite 5800
                                            233 S. Wacker Dr.
                                            Chicago, Illinois  60606
                                            ATTN: Jeffrey G. Moran
                                            Fax: (312) 993-9767


         If to a Lender:                   To the address set forth on the
                                           signature page hereto or in the
                                           applicable Assignment Agreement


                  (b) EFFECTIVENESS. All communications described in SUBSECTION
(a) above and all other notices, demands, requests and other communications made
in connection with this Agreement shall be effective and be deemed to have been
received (i) if delivered by hand, upon personal delivery, (ii) if delivered by
overnight courier service, one Business Day after delivery to such courier
service, (iii) if delivered by mail, three (3) Business Days after deposited in
the mail and, (iv) if delivered by facsimile (other than to post to an E-System
pursuant to SUBSECTION (a)(ii) or (a)(iii) above), upon sender's receipt of
confirmation of proper transmission, and (v) if delivered by posting to any
E-System, on the later of the date of such posting in an appropriate location
and the date access to such posting is given to the recipient thereof in
accordance with the standard procedures applicable to such E-System; PROVIDED,
HOWEVER, that no communications to the Agent pursuant to SECTION 2 or SECTION 8
shall be effective until received by the Agent.

                                       72





  





  











  







                  (c) ELECTRONIC TRANSMISSIONS.

                           (i) AUTHORIZATION. Subject to the provisions of
SUBSECTION (A), each of the Agent, the Borrower, the Lenders, the L/C Issuers
and each of their authorized representatives is authorized (but not required) to
transmit, post or otherwise make or communicate, in its sole discretion,
Electronic Transmissions in connection with any Loan Document and the
transactions contemplated therein. Each of Holdings, the Borrower and each
Credit Party hereby acknowledges and agrees, and each of Holdings and the
Borrower shall cause each other Credit Party to acknowledge and agree, that the
use of Electronic Transmissions is not necessarily secure and that there are
risks associated with such use, including risks of interception, disclosure and
abuse and each indicates it assumes and accepts such risks by hereby authorizing
the transmission of Electronic Transmissions.

                           (ii) SIGNATURES. Subject to the provisions of
SUBSECTION (a) above, (A) no posting to any E-System shall be denied legal
effect merely because it is made electronically, (B) each E Signature on any
such posting shall be deemed sufficient to satisfy any requirement for a
"signature" and (C) each such posting shall be deemed sufficient to satisfy any
requirement for a "writing", in each case including pursuant to any Loan
Document, any applicable provision of any UCC, the federal Uniform Electronic
Transactions Act, the Electronic Signatures in Global and National Commerce Act
and any substantive or procedural Requirement of Law governing such subject
matter, (ii) each such posting that is not readily capable of bearing either a
signature or a reproduction of a signature may be signed, and shall be deemed
signed, by attaching to, or logically associating with such posting, an
E-Signature, upon which each Credit Party may rely and assume the authenticity
thereof, (iii) each such posting containing a signature, a reproduction of a
signature or an E-Signature shall, for all intents and purposes, have the same
effect and weight as a signed paper original and (iv) each party hereto or
beneficiary hereto agrees not to contest the validity or enforceability of any
posting on any E-System or E-Signature on any such posting under the provisions
of any applicable Requirement of Law requiring certain documents to be in
writing or signed; PROVIDED, HOWEVER, that nothing herein shall limit such
party's or beneficiary's right to contest whether any posting to any E-System or
E-Signature has been altered after transmission.

                           (iii) SEPARATE AGREEMENTS. All uses of an E-System
shall be governed by and subject to, in addition to SUBSECTIONS (a) and (b) and
this SUBSECTION (c), separate terms and conditions posted or referenced in such
E-System and related Contractual Obligations executed by Credit Parties in
connection with the use of such E-System.

                           (iv) LIMITATION OF LIABILITY. ALL E-SYSTEMS AND
ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED "AS IS" AND "AS AVAILABLE". NONE OF
AGENT OR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR
COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION, AND EACH DISCLAIMS ALL
LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY
THE AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH ANY E SYSTEMS OR
ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR OTHER CODE DEFECTS. Each of Holdings, the Borrower and each Credit


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 Party agrees (and each of Holdings and the Borrower shall cause each other
Credit Party to agree) that the Agent has no responsibility for maintaining or
providing any equipment, software, services or any testing required in
connection with any Electronic Transmission or otherwise required for any
E-System.

         9.4      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
                  ------------------------------------------------------

         No failure or delay on the part of Agent or any Lender to exercise, nor
any partial exercise of, any power, right or privilege hereunder or under any
other Loan Documents shall impair such power, right, or privilege or be
construed to be a waiver of any Default or Event of Default. All rights and
remedies existing hereunder or under any other Loan Document are cumulative to
and not exclusive of any rights or remedies otherwise available.

         9.5      MARSHALING; PAYMENTS SET ASIDE.
                  -------------------------------

         Neither Agent nor any Lender shall be under any obligation to marshal
any assets in payment of any or all of the Obligations. To the extent that
Borrower makes payment(s) or Agent enforces its Liens or Agent or any Lender
exercises its right of set-off, and such payment(s) or the proceeds of such
enforcement or set-off is subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required to be repaid by anyone (whether as a result
of any demand, litigation, settlement or otherwise), then to the extent of such
recovery, the Obligations or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor, shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement
or set-off had not occurred.

         9.6      SEVERABILITY.
                  -------------

         The invalidity, illegality, or unenforceability in any jurisdiction of
any provision under the Loan Documents shall not affect or impair the remaining
provisions in the Loan Documents.

         9.7      LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
                  ------------------------------------------------------------
                  RIGHTS.
                  -------

         The obligation of each Lender hereunder is several and not joint and no
Lender shall be responsible for the obligation or commitment of any other Lender
hereunder. In the event that any Lender at any time should fail to make a Loan
as herein provided, the Lenders, or any of them, at their sole option, may make
the Loan that was to have been made by the Lender so failing to make such Loan.
Nothing contained in any Loan Document and no action taken by Agent or any
Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt.

         9.8      HEADINGS.
                  ---------

         Section and subsection headings are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purposes or be given substantive effect.

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         9.9      APPLICABLE LAW.
                  ---------------

         THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT
EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         9.10     SUCCESSORS AND ASSIGNS.
                  -----------------------

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns except that
Borrower may not assign its rights or obligations hereunder without the written
consent of all Lenders and any such purported assignment without such written
consent shall be void.

         9.11     NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY.
                  ---------------------------------------------

         No provision in the Loan Documents and no course of dealing between the
parties shall be deemed to create any fiduciary duty owing to any Credit Party
by Agent or any Lender. Borrower and each other Credit Party agree that neither
Agent nor any Lender shall have liability to Borrower or any other Credit Party
(whether sounding in tort, contract or otherwise) for losses suffered by
Borrower or any other Credit Party in connection with, arising out of, or in any
way related to the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless and to the extent that it is determined that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought as determined by a final non-appealable order by a court of
competent jurisdiction. Neither Agent nor any Lender shall have any liability
with respect to, and Borrower and each other Credit Party hereby waive, release
and agree not to sue for, any special, indirect or consequential damages
suffered by Borrower and any other Credit Party in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         9.12     CONSTRUCTION.
                  -------------

         Agent, each Lender, Borrower and each other Credit Party acknowledge
that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review the Loan Documents with its legal counsel
and that the Loan Documents shall be construed as if jointly drafted by Agent,
each Lender, Borrower and each other Credit Party.

         9.13     CONFIDENTIALITY.
                  ----------------

         Until the Termination Date, Agent and each Lender agree to exercise
their best efforts to keep confidential any non-public information delivered
pursuant to the Loan Documents and identified as such by Borrower and not to
disclose such information to Persons other than to potential assignees or
participants or to any Affiliate of, or Persons employed by or engaged, by
Agent, a Lender or any of their respective Affiliates or a Lender's assignees or
participants including attorneys, auditors, professional consultants, rating
agencies, insurance industry associations and portfolio management services, or
to a Person that is an investor or prospective investor in a Securitization,


                                       75





  





  











  







 that agrees that its access to information regarding the Borrower and the Loans
is solely for purposes of evaluating an investment in such Securitization, or to
a Person that is a trustee, collateral manager, servicer, noteholder or secured
party in a Securitization in connection with the administration, servicing and
reporting on the assets serving as collateral for such Securitization. The
confidentiality provisions contained in this SECTION 9.13 shall not apply to
disclosures (a) required to be made by Agent or any Lender to any regulatory or
governmental agency or pursuant to (i) any subpoena or similar legal process or
(ii) law, rule, regulations or legal process, (b) consisting of general
portfolio information that does not specifically identify Borrower, (c) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (d) to the
extent such Information (i) becomes publicly available other than as a result of
a breach of this Section or (ii) becomes available to the Agent, any Lender or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Credit Parties or (e) made to S&P, Moody's and/or other ratings
agency, as such Lender reasonably deems necessary or appropriate in connection
with such Lender's obtaining financing; provided, however, that each such entity
agrees to take reasonable steps to maintain the confidentiality of such
disclosures. Each Credit Party consents to the publication by Agent or any
Lender of a tombstone or similar advertising material relating to the financing
transactions contemplated by this Agreement. Agent or such Lender shall provide
a draft of any such tombstone or similar advertising material to each Credit
Party for review and comment prior to the publication thereof. Agent may provide
to industry trade organizations information with respect to the Credit Facility
that is necessary and customary for inclusion in league table measurements. The
obligations of Agent and Lenders under this SECTION 9.13 shall supersede and
replace the obligations of Agent and Lenders under any confidentiality agreement
in respect of this financing executed and delivered by Agent or any Lender prior
to the date hereof.

         9.14     CONSENT TO JURISDICTION.
                  ------------------------

         BORROWER AND CREDIT PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND
IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL
BE LITIGATED IN SUCH COURTS. BORROWER AND CREDIT PARTIES EXPRESSLY SUBMIT AND
CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF
FORUM NON CONVENIENS. BORROWER AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
UPON BORROWER AND CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

         9.15     WAIVER OF JURY TRIAL.
                  ---------------------

         BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. BORROWER, CREDIT
PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE


                                       76





  





  











  







 WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER WARRANT AND REPRESENT THAT EACH
HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

         9.16     SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
                  ----------------------------------------------

         All agreements, representations and warranties made herein shall
survive the execution and delivery of this Agreement, the making of the Loans,
issuances of Letters of Credit and the execution and delivery of the Notes.
Notwithstanding anything in this Agreement or implied by law to the contrary,
the agreements of Borrower set forth in SECTIONS 1.8, 1.9 and 9.1 shall survive
the repayment of the Obligations and the termination of this Agreement.

         9.17     ENTIRE AGREEMENT.
                  -----------------

         This Agreement, the Notes and the other Loan Documents embody the
entire agreement among the parties hereto and supersede all prior commitments,
agreements, representations, and understandings, whether oral or written,
relating to the subject matter hereof (other than the GE Capital Fee Letter),
and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. All Exhibits,
Schedules and Annexes referred to herein are incorporated in this Agreement by
reference and constitute a part of this Agreement.

         9.18     COUNTERPARTS; EFFECTIVENESS.
                  ----------------------------

         This Agreement and any amendments, waivers, consents or supplements may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute but
one in the same instrument. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.

         9.19     REPLACEMENT OF LENDERS.
         ----     -----------------------

                  (a) Within fifteen (15) days after receipt by Borrower of
written notice and demand from any Lender for payment pursuant to SECTION 1.8 or
1.9 or, as provided in SECTION 9.19(c), in the case of certain refusals by any
Lender to consent to certain proposed amendments, modifications, terminations or
waivers with respect to this Agreement that have been approved by Requisite
Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all
affected Lenders, as applicable (any such Lender demanding such payment or
refusing to so consent being referred to herein as an "AFFECTED LENDER"),
Borrower may, at its option, notify Agent and such Affected Lender of its
intention to do one of the following:

                                       77





  





  











  







                           (i) Borrower may obtain, at Borrower's expense, a
replacement Lender ("REPLACEMENT LENDER") for such Affected Lender, which
Replacement Lender shall be reasonably satisfactory to Agent. In the event
Borrower obtains a Replacement Lender that will purchase all outstanding
Obligations owed to such Affected Lender and assume its Commitments hereunder
within ninety (90) days following notice of Borrower's intention to do so, the
Affected Lender shall sell and assign all of its rights and delegate all of its
obligations under this Agreement to such Replacement Lender in accordance with
the provisions of SECTION 8.1, PROVIDED that Borrower has reimbursed such
Affected Lender for any administrative fee payable pursuant to SECTION 8.1 and,
in any case where such replacement occurs as the result of a demand for payment
pursuant to SECTION 1.8 or 1.9, paid all amounts required to be paid to such
Affected Lender pursuant to SECTION 1.8 or 1.9 through the date of such sale and
assignment; or

                           (ii) Borrower may, with Agent's consent, prepay in
full all outstanding Obligations owed to such Affected Lender and terminate such
Affected Lender's Pro Rata Share of the Revolving Loan Commitment and Pro Rata
Share of the Term Loan B Commitment, in which case the Revolving Loan Commitment
and Term Loan B Commitment will be reduced by the amount of such Pro Rata Share.
Borrower shall, within ninety (90) days following notice of its intention to do
so, prepay in full all outstanding Obligations owed to such Affected Lender
(including, in any case where such prepayment occurs as the result of a demand
for payment for increased costs, such Affected Lender's increased costs for
which it is entitled to reimbursement under this Agreement through the date of
such prepayment), and terminate such Affected Lender's obligations under the
Revolving Loan Commitment and Term Loan B Commitment.

                  (b) In the case of a Non-Funding Lender pursuant to SECTION
8.5(A), at Borrower's request, Agent or a Person acceptable to Agent shall have
the right with Agent's consent and in Agent's sole discretion (but shall have no
obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender
agrees that it shall, at Agent's request, sell and assign to Agent or such
Person, all of the Loans and Commitments of that Non-Funding Lender for an
amount equal to the principal balance of all Loans held by such Non-Funding
Lender and all accrued interest and Fees with respect thereto through the date
of sale, such purchase and sale to be consummated pursuant to an executed
Assignment Agreement.

                  (c) If, in connection with any proposed amendment,
modification, waiver or termination pursuant to SECTION 9.2 (a "PROPOSED
CHANGE"):

                           (i) requiring the consent of all affected Lenders,
the consent of Requisite Lenders is obtained, but the consent of other Lenders
whose consent is required is not obtained (any such Lender whose consent is not
obtained as described in this clause (i) and in clause (ii) below being referred
to as a "NON-CONSENTING LENDER"), or

(ii) requiring the consent of Supermajority Revolving Lenders, the consent of
Requisite Revolving Lenders is obtained, but the consent of Supermajority
Revolving Lenders is not obtained,

                                       78





  





  











  







 then, so long as Agent is not a Non-Consenting Lender, at Borrower's request
Agent, or a Person reasonably acceptable to Agent, shall have the right with
Agent's consent and in Agent's sole discretion (but shall have no obligation) to
purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree
that they shall, upon Agent's request, sell and assign to Agent or such Person,
all of the Loans and Commitments of such Non-Consenting Lenders for an amount
equal to the principal balance of all Loans held by the Non-Consenting Lenders
and all accrued interest and Fees and other Obligations owing with respect
thereto through the date of sale, such purchase and sale to be consummated
pursuant to an executed Assignment Agreement.

         9.20     DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE RELEASES.
                  ---------------------------------------------------------

         On the Termination Date, and so long as no suits, actions proceedings,
or claims are pending or threatened against any Indemnitee asserting any
damages, losses or liabilities that are indemnified liabilities hereunder, Agent
shall deliver to Borrower termination statements, mortgage releases and other
documents necessary or appropriate to evidence the termination of the Liens
securing payment of the Obligations.

         9.21     SUBORDINATION OF INTERCOMPANY DEBT.
                  -----------------------------------

                  (a) Each Credit Party hereby agrees that any intercompany
Indebtedness or other intercompany payables or receivables, or intercompany
advances directly or indirectly made by or owed to such Credit Party by any
other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at
any time outstanding shall be subordinate and subject in right of payment to the
prior payment in full in cash of the Obligations. Each Credit Party hereby
agrees that it will not, while any Event of Default is continuing, accept any
payment, including by offset, on any Intercompany Debt until the Termination
Date, in each case, except with the prior written consent of Agent.

                  (b) In the event that any payment on any Intercompany Debt
shall be received by a Credit Party other than as permitted by this SECTION 9.21
before the Termination Date, such Credit Party shall receive such payments and
hold the same in trust for, segregate the same from its own assets and shall
immediately pay over to, the Agent for the benefit of the Agent and Lenders all
such sums to the extent necessary so that Agent and the Lenders shall have been
paid in full, in cash, all Obligations owed or which may become owing.

                  (c) Upon any payment or distribution of any assets of any
Credit Party of any kind or character, whether in cash, property or securities
by set-off, recoupment or otherwise, to creditors in any liquidation or other
winding-up of such Credit Party or in the event of any Proceeding, Agent and
Lenders shall first be entitled to receive payment in full in cash, in
accordance with the terms of the Obligations and of this Agreement, of all
amounts payable under or in respect of such Obligations, before any payment or
distribution is made on, or in respect of, any Intercompany Debt, in any such
Proceeding, any distribution or payment, to which Agent or any Lender would be
entitled except for the provisions hereof shall be paid by such Credit Party, or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
person making such payment or distribution directly to Agent (for the benefit of
Agent and the Lenders) to the extent necessary to pay all such Obligations in
full in cash, after giving effect to any concurrent payment or distribution to
Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

                                       79





  





  











  







         Witness the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.



                                   RADNET MANAGEMENT, INC.


                                   By: /s/ Howard G. Berger
                                       -----------------------------------------
                                   Name: Howard G. Berger, M.D.
                                        ----------------------------------------
                                   Title: President
                                         ---------------------------------------


                                   PRIMEDEX HEALTH SYSTEMS, 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
                                         ---------------------------------------

                                      S-1





  





  











  








                                   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
                                         ---------------------------------------

                                      S-2





  





  











  







                                   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
                                         ---------------------------------------

                                      S-3





  





  











  







                                   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
                                         ---------------------------------------


                                   RADIOLOGY AND NUCLEAR MEDICINE IMAGING
                                   PARTNERS, INC.


                                   By: /s/ Howard G. Berger
                                       -----------------------------------------
                                   Name: Howard G. Berger, M.D.
                                        ----------------------------------------
                                   Title: President
                                         ---------------------------------------

                                      S-4





  





  











  








                                   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
                                         ---------------------------------------


                                   ROCKY MOUNTAIN OPENSCAN MRI, LLC


                                   By: /s/ Howard G. Berger
                                       -----------------------------------------
                                   Name: Howard G. Berger, M.D.
                                        ----------------------------------------
                                   Title: President
                                         ---------------------------------------

                                      S-5





  





  











  







                                   FRI, INC.


                                   By: /s/ Howard G. Berger
                                       -----------------------------------------
                                   Name: Howard G. Berger, M.D.
                                        ----------------------------------------
                                   Title: President
                                         ---------------------------------------



                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Agent, an L/C Issuer and a Lender


                                   By: /s/ Andrew D. Moore
                                       -----------------------------------------
                                        Its Duly Authorized Signatory


                                      S-6





  





  











  







                                   Cratos CLO I Ltd.
                                   By: Cratos CDO Management, LLC
                                       As Attorney-in-Fact
                                       By: Cratos Capital Partners, LLC
                                       Its Manager

                                   By: /s/ Ronald J. Banks
                                       -----------------------------------------
                                   Name: Ronald J. Banks
                                   Title: Senior Vice President

                                   Address: Cratos Capital Partners, LLC
                                   3440 Preston Ridge Road, Suite 400
                                   Alpharetta, GA 30005
                                   Attn: Portfolio Manager
                                   Fax: (312) 896-9027


                                   CIT Healthcare LLC

                                   By: /s/ Steve Dowe
                                       -----------------------------------------
                                   Name: Steve Dowe
                                   Title: Director

                                   Address: 505 Fifth Avenue
                                            6th Floor
                                            New York, NY 10017
                                   Attn: Kenneth Zoeller
                                   Fax: (212) 771-9317


                                   WACHOVIA BANK, National Association

                                   By: /s/ Dominic Barakat
                                       -----------------------------------------
                                   Name: Dominic Barakat
                                   Title: Vice President

                                   Address: 301 South College St.
                                            8th Floor NC0613
                                            Charlotte, NC 28288
                                            Attn: David Felts
                                            Fax: (704) 715-0153


                                      S-7





  





  











  







                                     ANNEX A
                                       TO
                                CREDIT AGREEMENT
                                ----------------


                                   DEFINITIONS
                                   -----------

         Capitalized terms used in the Loan Documents shall have (unless
otherwise provided elsewhere in the Loan Documents) the following respective
meanings and all references to Sections, Exhibits, Schedules or Annexes in the
following definitions shall refer to Sections, Exhibits, Schedules or Annexes of
or to the Agreement:

         ACCEPTABLE STANDBY LETTER OF CREDIT means a standby letter of credit,
issued by a bank or financial institution acceptable to Agent in its sole
discretion, in form and substance satisfactory to Agent in its sole discretion,
in an amount equal to 105% of the aggregate outstanding Letter of Credit
Obligations to be available to Agent to reimburse payments of drafts drawn under
outstanding Letters of Credit and to pay any Fees and expenses related thereto.

         ACCOUNT DEBTOR means any Person who may become obligated to any Credit
Party under, with respect to, or on account of, an Account, Chattel Paper or
General Intangibles (including a payment intangible).

         ACCOUNTING CHANGES means: (a) changes in accounting principles required
by GAAP and implemented by Holdings or any of its Subsidiaries; (b) changes in
accounting principles recommended by Holdings' certified public accountants and
implemented by Holdings; and (c) changes in carrying value of Borrower's or any
of its Subsidiaries' assets, liabilities or equity accounts resulting from (i)
the application of purchase accounting principles (A.P.B. 16 and/or 17, FASB 141
and EITF 88-16 and FASB 109) to the Related Transactions or (ii) as the result
of any other adjustments that, in each case, were applicable to, but not
included in, the Pro Forma.

         ACCOUNTS means all "accounts," as such term is defined in the Code, now
owned or hereafter acquired by any Credit Party, including (a) all accounts
receivable, other receivables, book debts and other forms of obligations (other
than forms of obligations evidenced by Chattel Paper or Instruments), (including
any such obligations that may be characterized as an account or contract right
under the Code), (b) all of each Credit Party's rights in, to and under all
purchase orders or receipts for goods or services, (c) all of each Credit
Party's rights to any goods represented by any of the foregoing (including
unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
transit and rights to returned, reclaimed or repossessed goods), (d) all rights
to payment due to any Credit Party for property sold, leased, licensed, assigned
or otherwise disposed of, for a policy of insurance issued or to be issued, for
a secondary obligation incurred or to be incurred, for energy provided or to be
provided, for the use or hire of a vessel under a charter or other contract,
arising out of the use of a credit card or charge card, or for services rendered
or to be rendered by such Credit Party or in connection with any other
transaction (whether or not yet earned by performance on the part of such Credit
Party), (e) all healthcare insurance receivables, and (f) all collateral
security of any kind, now or hereafter in existence, given by any Account Debtor
or other Person with respect to any of the foregoing.

                                      A-1





  





  











  







         ACQUISITION means the merger of Merger Sub with and into Radiologix
pursuant to the terms of the Merger Agreement.

         ADVANCED IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         ADVANCES means any Revolving Credit Advance or Swing Line Advance, as
the context may require.

         AFFECTED LENDER has the meaning ascribed to it in SECTION 9.19(a).


         AFFILIATE means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, 10% or more of the Stock having ordinary voting
power in the election of directors of such Person, (b) each Person that
controls, is controlled by or is under common control with such Person, and (c)
each of such Person's officers, directors, joint venturers and partners. For the
purposes of this definition, "control" of a Person shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of its
management or policies, whether through the ownership of voting securities, by
contract or otherwise; PROVIDED, HOWEVER, that the term "Affiliate" shall
specifically exclude Agent and each Lender, and any purchaser of the
Subordinated Debt or Second Lien Loan.

         AGENT means GE Capital in its capacity as Agent for Lenders or a
successor agent.

         AGREEMENT means this Credit Agreement (including all schedules,
subschedules, annexes and exhibits hereto), as the same may be amended,
supplemented, restated or otherwise modified from time to time.

         ANTI-TERRORISM LAWS has the meaning ascribed to it in SECTION 3.9.

         APPLICABLE L/C MARGIN means the per annum fee, from time to time in
effect, payable with respect to outstanding Letter of Credit Obligations as
determined by reference to SECTION 1.2(a).

         APPLICABLE MARGINS means collectively the Applicable L/C Margin, the
Applicable Unused Line Fee Margin, the Applicable Revolver Index Margin, the
Applicable Term Loan B Index Margin, the Applicable Revolver LIBOR Margin and
the Applicable Term Loan B LIBOR Margin.

         APPLICABLE SENIOR MULTIPLE means (i) from the Closing Date through
December 31, 2006, 2.85:1.00 and (ii) on each day thereafter, the maximum
permitted Senior Leverage Ratio for the most recently specified test date set
forth in SECTION 6.1(f) as of or prior to such day.

         APPLICABLE TOTAL MULTIPLE means (i) from the Closing Date through
December 31, 2006, 4.35:1.00 and (ii) on each day thereafter, the maximum
permitted Leverage Ratio for the most recently specified test date set forth in
SECTION 6.1(e) as of or prior to such day.

                                      A-2





  





  











  







         APPLICABLE REVOLVER INDEX MARGIN means the per annum interest rate
margin from time to time in effect and payable in addition to the Index Rate
applicable to the Revolving Loan, as determined by reference to SECTION 1.2(a).

         APPLICABLE REVOLVER LIBOR MARGIN means the per annum interest rate from
time to time in effect and payable in addition to the LIBOR Rate applicable to
the Revolving Loan, as determined by reference to SECTION 1.2(a).

         APPLICABLE TERM LOAN B INDEX MARGIN means the per annum interest rate
from time to time in effect and payable in addition to the Index Rate applicable
to the Term Loan B, as determined by reference to SECTION 1.2(a).

         APPLICABLE TERM LOAN B LIBOR MARGIN means the per annum interest rate
from time to time in effect and payable in addition to the LIBOR Rate applicable
to the Term Loan B, as determined by reference to SECTION 1.2(a).

         APPLICABLE UNUSED LINE FEE MARGIN means the per annum fee, from time to
time in effect, payable in respect of Borrower's non-use of committed funds
pursuant to SECTION 1.3(B), which fee is determined by reference to SECTION 1.2
(a).

         APPROVED FUND means, with respect to any Lender, any Person (other than
a natural Person) that (a) is or will be engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business and (b) is advised or managed by (i) such
Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an
individual) or any Affiliate of any Person (other than an individual) that
administers or manages such Lender.

         ASSET DISPOSITION means the disposition whether by sale, lease,
transfer, loss, damage, destruction, casualty, condemnation or otherwise of any
of the following: (a) any of the Stock or other equity or ownership interest of
any of Borrower's Subsidiaries or (b) any or all of the assets of Borrower or
any of its Subsidiaries other than sales and dispositions described in SECTION
5.7(a).

         ASSIGNMENT AGREEMENT has the meaning ascribed to it in SECTION 8.1(a).

         AVERAGE DAILY BALANCE means, for any period, the quotient of (a) the
sum of daily closing balances of the Revolving Loan (including, without
duplication, the Swing Line Loan and Letter of Credit Obligations) for each day
during such period divided by (b) the number of days during such period. To the
extent the calculation of the Leverage Ratio and Senior Leverage Ratio includes
any period prior to the Closing Date, the Average Daily Balance of the Revolving
Loan (including, without duplication, the Swing Line Loan and Letter of Credit
Obligations) shall be measured from the Closing Date to the last day of the
period being measured.

         BANKRUPTCY CODE means the provisions of Title 11 of the United States
Code, 11 U.S.C. ss.ss. 101 et seq. or other applicable bankruptcy, insolvency or
similar laws.

         BEVERLY has the meaning ascribed to in the recitals to the Agreement.

                                      A-3





  





  











  







         BEVERLY MANAGEMENT AGREEMENT means that certain Amended and Restated
Management and Service Agreement, dated as of January 1, 2004, by and among
Borrower and Beverly, as in effect on the Closing Date.

         BEVERLY RADIOLOGY has the meaning ascribed to in the recitals to the
Agreement.

         BORROWER has the meaning ascribed to it in the preamble to the
Agreement.

         BORROWER PLEDGE AGREEMENT means the Pledge Agreement of even date
herewith executed by Borrower in favor of Agent, on behalf of itself and
Lenders, pledging all Stock of its Subsidiaries and all Intercompany Notes owing
to or held by it.

         BORROWING AVAILABILITY means as of any date of determination the lesser
of (i) the Maximum Amount and (ii) the Borrowing Base, in each case, LESS the
sum of the Revolving Loan then outstanding (including, without duplication, the
outstanding balance of Letter of Credit Obligations and the Swing Line Loan then
outstanding).

         BORROWING BASE means, as of any date of calculation, the lesser of (i)
(a) the product of (A) EBITDA multiplied by (B) the Applicable Senior Multiple
as of such date, MINUS (b) outstanding Senior Debt of Holdings and its
Subsidiaries (other than the outstanding aggregate principal balance of the
Revolving Loans) and (ii) (a) the product of (A) EBITDA multiplied by (B) the
Applicable Total Multiple as of such date, MINUS (b) outstanding total Funded
Debt of Holdings and its Subsidiaries (other than the outstanding aggregate
principal balance of the Revolving Loans). For purposes of calculating the
Borrowing Base as of any date of calculation, EBITDA shall be calculated for the
twelve (12) month period ending on the date most recently ended for which
financial statements described in SECTION 6.2(a) of Holdings and its
Subsidiaries were delivered to Agent.

         BORROWING BASE CERTIFICATE has the meaning ascribed to it in SECTION
6.2(d).

         BUSINESS DAY means any day that is not a Saturday, a Sunday or a day on
which banks are required or permitted to be closed in the State of New York or
New Jersey and in reference to LIBOR Loans shall mean any such day that is also
a LIBOR Business Day.

         CAPEX LIMIT has the meaning ascribed to it in SECTION 6.1.

         CAPITAL EXPENDITURES has the meaning ascribed to it in SECTION 6.1(a)
of SCHEDULE 1 to ANNEX F.

         CAPITAL LEASE means, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, would be required to be classified and accounted for as a
capital lease on a balance sheet of such Person.

         CAPITAL LEASE OBLIGATION means, with respect to any Capital Lease of
any Person, the amount of the obligation of the lessee thereunder that, in
accordance with GAAP, would appear on a balance sheet of such lessee in respect
of such Capital Lease.

                                      A-4





  





  











  







         CAPITATED CONTRACTS means all of Credit Parties' contracts whether
presently existing or hereafter executed between Credit Parties and various
health maintenance organizations and all proceeds therefrom.

         CASH EQUIVALENTS means: (i) marketable securities (A) issued or
directly and unconditionally guaranteed as to interest and principal by the
United States government or (B) issued by any agency of the United States
government the obligations of which are backed by the full faith and credit of
the United States, in each case maturing within one (1) year after acquisition
thereof; (ii) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after acquisition
thereof and having, at the time of acquisition, a rating of at least A-1 from
S&P or at least P-1 from Moody's; (iii) commercial paper maturing no more than
one year from the date of acquisition and, at the time of acquisition, having a
rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates
of deposit or bankers' acceptances issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that is at least (A) "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (B) has Tier 1 capital (as defined in such regulations) of not
less than $250,000,000, in each case maturing within one year after issuance or
acceptance thereof; and (v) shares of any money market mutual or similar funds
that (A) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (i) through (iv) above, (B) has net assets
of not less than $500,000,000 and (C) has the highest rating obtainable from
either S&P or Moody's.

         CERTIFICATE OF EXEMPTION has the meaning ascribed to it in SECTION
1.9(c).

         CHANGE OF CONTROL means any of the following: (a) any person or group
of persons (within the meaning of the Securities Exchange Act of 1934) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934) of 30% or more of the issued and outstanding shares of Stock of Holdings
having the right to vote for the election of directors of Holdings under
ordinary circumstances; (b) during any period of twelve consecutive calendar
months, individuals who at the beginning of such period constituted the board of
directors of Holdings (together with any new directors whose election by the
board of directors of Holdings or whose nomination for election by the
Stockholders of Holdings was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office; (c) Holdings ceases to own and control
all of the economic and voting rights associated with all of the outstanding
Stock of Borrower, (d) Borrower ceases to own and control all of the economic
and voting rights associated with all of the outstanding Stock of any of its
Subsidiaries, (e) Dr. Howard Berger ceases to own, directly or indirectly, at
least ninety five percent (95%) of the economic and voting rights of Beverly,
Beverly Radiology and ProNet or (e) any "Change of Control" shall occur (as such
term is defined in any agreement governing Subordinated Debt).

         CHARGES means all federal, state, county, city, municipal, local,
foreign or other governmental premiums and other amounts (including premiums and
other amounts owed to the PBGC at the time due and payable), levies,


                                      A-5





  





  











  







 assessments, charges, liens, claims or encumbrances upon or relating to (a) the
Collateral, (b) the Obligations, (c) the employees, payroll, income or gross
receipts of any Credit Party, (d) any Credit Party's ownership or use of any
properties or other assets, or (e) any other aspect of any Credit Party's
business.

         CHATTEL PAPER means any "chattel paper," as such term is defined in the
Code, including electronic chattel paper, now owned or hereafter acquired by any
Credit Party, wherever located.

         CLOSING CHECKLIST means the schedule, including all appendices,
exhibits or schedules thereto, listing certain documents and information to be
delivered in connection with the Agreement, the other Loan Documents and the
transactions contemplated thereunder, substantially in the form attached hereto
as ANNEX C.

         CLOSING DATE means November 15, 2006.

         COAST IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         CODE means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of New York; PROVIDED, that to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall
govern; PROVIDED FURTHER, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, Agent's or any Lender's Lien on any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term "Code" shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions.

         COLLATERAL means the property covered by the Security Agreement and the
other Collateral Documents and any other property, real or personal, tangible or
intangible, now existing or hereafter acquired, that may at any time be or
become subject to a security interest or Lien in favor of Agent, on behalf of
itself and Lenders, to secure the Obligations or any portion thereof.

         COLLATERAL DOCUMENTS means the Security Agreement, the Pledge
Agreements, the Guaranties, the Patent Security Agreements, the Trademark
Security Agreements, the Copyright Security Agreements and all similar
agreements entered into guaranteeing payment of, or granting a Lien upon
property as security for payment of, the Obligations or any portion thereof.

         COMMITMENT TERMINATION DATE means the earliest of (a) with respect to
the Revolving Loans, November 15, 2011, (b) with respect to the Term Loan B,
November 15, 2012, (c) the date of termination of Lenders' obligations to make
Advances and to incur Letter of Credit Obligations or permit existing Loans to
remain outstanding pursuant to SECTION 7.3, and (d) the date of (i) indefeasible
prepayment in full by Borrower of the Loans, (ii) the cancellation and return
(or stand-by guarantee) of all Letters of Credit or the cash collateralization
or, with the consent of Agent in each instance, the backing with standby letters
of credit acceptable to Agent, of all Letter of Credit Obligations pursuant to
and in the amount required by SECTION 1.5(f), and (iii) the permanent reduction
of the Commitments to zero dollars ($0).

                                      A-6





  





  











  







         COMMITMENTS means (a) as to any Lender, the aggregate of such Lender's
Revolving Loan Commitment and Term Loan B Commitment as set forth on ANNEX B to
the Agreement or in the most recent Assignment Agreement executed by such Lender
and (b) as to all Lenders, the aggregate of all Lenders' Revolving Loan
Commitments and Term Loan B Commitments, which aggregate commitment shall be TWO
HUNDRED SEVENTY MILLION DOLLARS ($270,000,000) on the Closing Date, as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with this Agreement.

         COMMUNICATION means any notice, information or other communication
required or permitted to be given or made under this Agreement, but excluding
any Loan Document requested by Agent to be delivered solely in a signed writing,
including without limitation, any mortgage, Note, power of attorney, or Patent,
Trademark or Copyright Security Agreement.

         COMMUNITY IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE has the meaning ascribed to
it in SECTION 6.2(o).

         CONSOLIDATED NET INCOME has the meaning ascribed to it in SECTION
6.1(b) of SCHEDULE 1 to ANNEX F.

         CONTINGENT OBLIGATION means, as applied to any Person, any direct or
indirect liability of that Person: (i) with respect to Guaranteed Indebtedness
and with respect to any Indebtedness, lease, dividend or other obligation of
another Person if the purpose or intent of the Person incurring such liability,
or the effect thereof, is to provide assurance to the obligee of such liability
that such liability will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such liability will be
protected (in whole or in part) against loss with respect thereto; (ii) with
respect to any letter of credit issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings; (iii) under
any foreign exchange contract, currency swap agreement, interest rate swap
agreement (including Interest Rate Agreements) or other similar agreement or
arrangement designed to alter the risks of that Person arising from fluctuations
in currency values or interest rates, (iv) any agreement, contract or
transaction involving commodity options or future contracts, (v) to make
take-or-pay or similar payments if required regardless of nonperformance by any
other party or parties to an agreement, or (vi) pursuant to any agreement to
purchase, repurchase or otherwise acquire any obligation or any property
constituting security therefor, to provide funds for the payment or discharge of
such obligation or to maintain the solvency, financial condition or any balance
sheet item or level of income of another. The amount of any Contingent
Obligation shall be equal to the amount of the obligation so guaranteed or
otherwise supported or, if not a fixed and determined amount, the maximum amount
so guaranteed.

         CONTRACTUAL OBLIGATIONS means, as applied to any Person, any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject including the Related
Transactions Documents.

                                      A-7





  





  











  







         CONTROL AGREEMENT means a tri-party deposit account, securities account
or commodities account control agreements by and among the applicable Credit
Party, Agent and the depository, securities intermediary or commodities
intermediary, and each in form and substance reasonably satisfactory in all
respects to Agent and in any event providing to Agent "control" of such deposit
account, securities or commodities account within the meaning of Articles 8 and
9 of the Code.

         COPYRIGHT LICENSE means any and all rights now owned or hereafter
acquired by any Credit Party under any written agreement granting any right to
such Credit Party to use any Copyright or Copyright registration owned by a
third party.

         COPYRIGHT SECURITY AGREEMENTS means the Copyright Security Agreements
made in favor of Agent, on behalf of itself and Lenders, by each applicable
Credit Party.

         COPYRIGHTS means all of the following now owned or hereafter adopted or
acquired by any Credit Party: (a) all copyrights and General Intangibles of like
nature (whether registered or unregistered), all registrations and recordings
thereof, and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
or in any similar office or agency of the United States, any state or territory
thereof, or any other country or any political subdivision thereof; and (b) all
reissues, extensions or renewals thereof.

         CREDIT PARTIES means Holdings, Borrower, Beverly, Beverly Radiology,
ProNet, Diagnostic, Radnet Sub, SoCal, Radnet Management I, Radnet Management
II, Radnet Imaging, Radiologix, Advanced Imaging, Ide Imaging, Rockland Imaging,
Pacific Imaging, Questar Imaging, Coast Imaging, Community Imaging, Nuclear
Imaging, Valley Imaging, Questar Duluth, Questar Alamitos, Questar Victorville,
OpenScan, FRI and each other Person (i) which executes this Agreement as a
"Credit Party," (ii) which executes a Guaranty, (iii) which grants a Lien on all
or substantially all of its assets to secure payment of the Obligations and (iv)
all of the Stock of which is pledged to Agent for the benefit of itself and
Lenders.

         CURRENT ASSETS means, with respect to any Person, all current assets of
such Person as of any date of determination calculated in accordance with GAAP,
but excluding cash, cash equivalents and debts due from Affiliates.

         CURRENT LIABILITIES means, with respect to any Person, all liabilities
that should, in accordance with GAAP, be classified as current liabilities, and
in any event shall include all Indebtedness payable on demand or within one year
from any date of determination without any option on the part of the obligor to
extend or renew beyond such year, all accruals for federal or other taxes based
on or measured by income and payable within such year, but excluding the current
portion of long-term debt required to be paid within one year and the aggregate
outstanding principal balances of the Revolving Loan and the Swing Line Loan.

         DEFAULT means any event that, with the passage of time or notice or
both, would, unless cured or waived, become an Event of Default.

         DEFAULT RATE has the meaning ascribed to it in SECTION 1.2(d).

                                      A-8





  





  











  







         DIAGNOSTIC has the meaning ascribed thereto in the recitals to the
Agreement.

         DISBURSEMENT ACCOUNT has the meaning ascribed to it in SECTION 1.1(e).

         DISCHARGE OF FIRST LIEN OBLIGATIONS has the meaning ascribed to it in
the Intercreditor Agreement.

         DISCLOSURE SCHEDULES means the Schedules prepared by Borrower and
denominated as SCHEDULES 1.1(a) THROUGH 5.19 in the index to the Agreement.

         DOCUMENTS means any "document," as such term is defined in the Code,
including electronic documents, now owned or hereafter acquired by any Credit
Party, wherever located.

         DOLLARS or $ means lawful currency of the United States of America.

         DOMESTIC CREDIT PARTIES means any Credit Party organized under the laws
of a jurisdiction in the United States of America.

         DOMESTIC SUBSIDIARIES means any Subsidiary organized under the laws of
a jurisdiction in the United States of America.

         EBITDA has the meaning ascribed to it in SCHEDULE II to EXHIBIT 6.2(d).

         ELECTRONIC TRANSMISSION means each document, instruction,
authorization, file, information and any other communication transmitted, posted
or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an
E-System or other equivalent service.

         ENVIRONMENTAL LAWS means all applicable federal, state, local and
foreign laws, statutes, ordinances, codes, rules, standards and regulations, now
or hereafter in effect, and any legally binding applicable judicial or
administrative interpretation thereof, including any applicable judicial or
administrative order, consent decree, order or judgment, imposing liability or
standards of conduct for or relating to the regulation and protection of human
health, safety and the environment (including ambient air, surface water,
groundwater, wetlands, land surface or subsurface strata). Environmental Laws
include the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 (42 U.S.C. ss.ss. 9601 ET SEQ.) ("CERCLA"); the Hazardous Materials
Transportation Authorization Act of 1994 (49 U.S.C. ss.ss. 5101 ET SEQ.); the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss.ss. 136 ET
SEQ.); the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 ET SEQ.); the Toxic
Substance Control Act (15 U.S.C. ss.ss. 2601 ET SEQ.); the Clean Air Act (42
U.S.C. ss.ss. 7401 ET SEQ.); the Federal Water Pollution Control Act (33 U.S.C.
ss.ss. 1251 ET SEQ.); the Occupational Safety and Health Act (29 U.S.C. ss.ss.
651 ET SEQ.); and the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) ET SEQ.),
and any and all regulations promulgated thereunder, and all analogous state,
local and foreign counterparts or equivalents and any transfer of ownership
notification or approval statutes.

         ENVIRONMENTAL LIABILITIES means, with respect to any Person, all
liabilities, obligations, responsibilities, response, remedial and removal
costs, investigation and feasibility study costs, capital costs, operation and
maintenance costs, losses, damages, punitive damages, property damages, natural
resource damages, consequential damages, treble damages, costs and expenses


                                      A-9





  





  











  







 (including all reasonable fees, disbursements and expenses of counsel, experts
and consultants), fines, penalties, sanctions and interest incurred as a result
of or related to any claim, suit, action, investigation, proceeding or demand by
any Person, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law, including any arising under
or related to any Environmental Laws, Environmental Permits, or in connection
with any Release or threatened Release or presence of a Hazardous Material
whether on, at, in, under, from or about or in the vicinity of any real or
personal property.

         ENVIRONMENTAL PERMITS means all permits, licenses, authorizations,
certificates, approvals or registrations required by any Governmental Authority
under any Environmental Laws.

         EQUIPMENT means all "equipment," as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, wherever located and, in
any event, including all such Credit Party's machinery and equipment, including
processing equipment, conveyors, machine tools, data processing and computer
equipment, including embedded software and peripheral equipment and all
engineering, processing and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products and
proceeds thereof and condemnation awards and insurance proceeds with respect
thereto.

         ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all regulations promulgated thereunder.

         ERISA AFFILIATE means, with respect to any Credit Party, any trade or
business (whether or not incorporated) that, together with such Credit Party,
are treated as a single employer under Section 4001(b)(1) of ERISA or Sections
414(b), (c), (m) or (o) of the IRC.

         ERISA EVENT means, with respect to any Credit Party or any ERISA
Affiliate, (a) any event described in Section 4043 of ERISA with respect to a
Title IV Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a
Title IV Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
complete or partial withdrawal of any Credit Party or any ERISA Affiliate from
any Multiemployer Plan; (d) the filing of a notice of intent to terminate a
Title IV Plan or the treatment of a plan amendment as a termination under
Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title
IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit Party
or ERISA Affiliate to make when due required contributions to a Multiemployer
Plan or Title IV Plan unless such failure is cured within 30 days; (g) any other
event or condition that might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Title IV Plan or Multiemployer Plan or for the imposition of
liability under Section 4069 or 4212(c) of ERISA; (h) the termination of a
Multiemployer Plan under Section 4041A of ERISA or the reorganization or
insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; or (i)
the loss of a Qualified Plan's qualification or tax exempt status; or (j) the
termination of a Plan described in Section 4064 of ERISA.

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         E-SIGNATURE means the process of attaching to or logically associating
with an Electronic Transmission an electronic symbol, encryption, digital
signature or process (including the name or an abbreviation of the name of the
party transmitting the Electronic Transmission) with the intent to sign,
authenticate or accept such Electronic Transmission.

         E-SYSTEM means any electronic system, including Intralinks(R) and any
other Internet or extranet-based site, whether such electronic system is owned,
operated or hosted by the Agent or any other Person, providing for access to
data protected by passcodes or other security system.

         EVENT OF DEFAULT has the meaning ascribed to it in SECTION 7.1.

         EXCESS CASH FLOW has the meaning ascribed to it in SCHEDULE 2 to ANNEX
F.

         EXCLUDED TAX has the meaning ascribed to it in SECTION 1.9(a).

         FACILITIES means the Term Loan Facility and the Revolving Credit
Facility.

         FAIR LABOR STANDARDS ACT means the Fair Labor Standards Act, 29 U.S.C.
ss.201 et seq.

         FEDERAL FUNDS RATE means, for any day, a floating rate equal to the
weighted average of the rates on overnight federal funds transactions among
members of the Federal Reserve System, as determined by Agent in its sole
discretion, which determination shall be final, binding and conclusive (absent
manifest error).

         FEDERAL RESERVE BOARD means the Board of Governors of the Federal
Reserve System.

         FEES means any and all fees payable to Agent or any Lender pursuant to
the Agreement or any of the other Loan Documents.

         FIELD REVIEW has the meaning ascribed to it in SECTION 4.3.

         FINANCIAL STATEMENTS means the consolidated and consolidating income
statements, statements of cash flows and balance sheets of Holdings and its
Subsidiaries delivered in accordance with SECTION 6.2.

         FISCAL MONTH means any of the monthly accounting periods of Holdings of
each Fiscal Year.

         FISCAL QUARTER means any of the quarterly accounting periods of
Holdings, ending on March 31, June 30, September 30 and December 31 of each
year.

         FISCAL YEAR means any of the annual accounting periods of Holdings
ending on December 31 of each year.

         FIXED CHARGES has the meaning ascribed to it in SECTION 6.1(C) of
SCHEDULE 1 to ANNEX F.

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         FIXED CHARGE COVERAGE RATIO has the meaning ascribed to it in SECTION
6.1(c) of SCHEDULE 1 to ANNEX F.

         FIXTURES means all "fixtures" as such term is defined in the Code, now
owned or hereafter acquired by any Credit Party.

         FOREIGN LENDER has the meaning ascribed to it in SECTION 1.9(c).

         FOREIGN SUBSIDIARY means any direct or indirect Subsidiary of Holdings
organized under the laws of a jurisdiction outside of the United States.

         FRI has the meaning ascribed to in the recitals to the Agreement.

         FUNDED DEBT means, with respect to any Person, without duplication, all
Indebtedness (excluding any Indebtedness evidenced by the Radiologix Senior
Notes and Primedex Subordinated Notes so long as such notes are redeemed on or
prior to the date that is 30 days after the Closing Date) for borrowed money
evidenced by notes, bonds, debentures, or similar evidences of Indebtedness and
that by its terms matures more than one year from, or is directly or indirectly
renewable or extendible at such Person's option under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of more than one year from the date of creation thereof, and specifically
including Capital Lease Obligations, current maturities of long-term debt,
revolving credit and short-term debt extendible beyond one year at the option of
the debtor, and also including, in the case of Borrower, the Obligations
(including Letter of Credit Obligations), the Second Lien Loan Obligations and,
without duplication, Guaranteed Indebtedness consisting of guaranties of Funded
Debt of other Persons.

         FUNDING DATE has the meaning ascribed to it in SECTION 2.2.

         GAAP means generally accepted accounting principles in the United
States of America, consistently applied.

         GE CAPITAL has the meaning ascribed to it in the Preamble.

         GE CAPITAL FEE LETTER has the meaning ascribed to it in SECTION 1.3(a).

         GENERAL INTANGIBLES means "general intangibles," as such term is
defined in the Code, now owned or hereafter acquired by any Credit Party,
including all right, title and interest that such Credit Party may now or
hereafter have in or under any Contractual Obligation, all payment intangibles,
customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications
therefor and reissues, extensions or renewals thereof, rights in Intellectual
Property, interests in partnerships, joint ventures and other business
associations, licenses, permits, copyrights, trade secrets, proprietary or
confidential information, inventions (whether or not patented or patentable),
technical information, procedures, designs, knowledge, know-how, software, data
bases, data, skill, expertise, experience, processes, models, drawings,
materials and records, goodwill (including the goodwill associated with any
Trademark or Trademark License), all rights and claims in or under insurance
policies (including insurance for fire, damage, loss and casualty, whether
covering personal property, real property, tangible rights or intangible rights,
all liability, life, key man and business interruption insurance, and all
unearned premiums), uncertificated securities, choses in action, deposit,
checking and other bank accounts, rights to receive tax refunds and other


                                      A-12





  





  











  







 payments, rights to receive dividends, distributions, cash, Instruments and
other property in respect of or in exchange for pledged Stock and Investment
Property, rights of indemnification, all books and records, correspondence,
credit files, invoices and other papers, including all tapes, cards, computer
runs and other papers and documents in the possession or under the control of
such Credit Party or any computer bureau or service company from time to time
acting for such Credit Party.

         GOODS means any "goods," as such term is defined in the Code, now owned
or hereafter acquired by any Credit Party, wherever located, including embedded
software to the extent included in "goods" as defined in the Code, manufactured
homes, standing timber that is cut and removed for sale and unborn young of
animals.

         GOVERNMENTAL AUTHORITY means any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         GUARANTEED INDEBTEDNESS means, as to any Person, any obligation of such
Person guaranteeing, providing comfort or otherwise supporting any Indebtedness,
lease, dividend, or other obligation ("PRIMARY OBLIGATION") of any other Person
(the "PRIMARY OBLIGOR") in any manner, including any obligation or arrangement
of such Person to (a) purchase or repurchase any such primary obligation, (b)
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
condition of the primary obligor, (c) purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation, (d) protect the beneficiary of such arrangement from loss (other
than product warranties given in the ordinary course of business) or (e)
indemnify the owner of such primary obligation against loss in respect thereof.
The amount of any Guaranteed Indebtedness at any time shall be deemed to be an
amount equal to the lesser at such time of (x) the stated or determinable amount
of the primary obligation in respect of which such Guaranteed Indebtedness is
incurred and (y) the maximum amount for which such Person may be liable pursuant
to the terms of the instrument embodying such Guaranteed Indebtedness, or, if
not stated or determinable, the maximum reasonably anticipated liability
(assuming full performance) in respect thereof.

         GUARANTIES means, that Guaranty executed as of the closing date by the
Guarantors and any other guaranty executed by any Guarantor in favor of Agent
and Lenders in respect of the Obligations.

         GUARANTORS means Holdings, Borrower, Beverly, Beverly Radiology,
ProNet, Diagnostic, Radnet Sub, SoCal, Radnet Management I, Radnet Management
II, Radnet Imaging, Radiologix, Advanced Imaging, Ide Imaging, Rockland Imaging,
Pacific Imaging, Questar Imaging, Coast Imaging, Community Imaging, Nuclear
Imaging, Valley Imaging, Questar Duluth, Questar Alamitos, Questar Victorville,
OpenScan, FRI and each other Person, if any, that executes a guaranty or other
similar agreement in favor of Agent, for itself and the ratable benefit of
Lenders, in connection with the transactions contemplated by the Agreement and
the other Loan Documents.

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         HAZARDOUS MATERIAL means any substance, material or waste that is
regulated by, or forms the basis of liability now or hereafter under, any
Environmental Laws, including any material or substance that is (a) defined as a
"solid waste," "hazardous waste," "hazardous material," "hazardous substance,"
"dangerous goods," "extremely hazardous waste," "restricted hazardous waste,"
"pollutant," "contaminant," "hazardous constituent," "special waste," "toxic
substance" or other similar term or phrase under any Environmental Laws, or (b)
petroleum or any fraction or by-product thereof, asbestos, polychlorinated
biphenyls (PCB's), or any radioactive substance.

         HEALTH CARE LAWS means (i) any and all federal, state and local fraud
and abuse laws, including, without limitation, the federal Anti-Kickback Statute
(42 U.S.C. ss. 1320a-7b), the Stark Law (42 U.S.C. ss. 1395nn and ss.1395(q)),
the civil False Claims Act (31 U.S.C. ss. 3729 et seq.), Sections 1320a-7 and
1320a-7a of Title 42 of the United States Code and the regulations promulgated
pursuant to such statutes; (ii) the federal Food, Drug & Cosmetic Act (21 U.S.C.
ss.ss. 301 et seq.) and the regulations promulgated thereunder, (iii) the Health
Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191) and
the regulations promulgated thereunder, (iv) Medicare (Title XVIII of the Social
Security Act) and the regulations promulgated thereunder; (v) Medicaid (Title
XIX of the Social Security Act) and the regulations promulgated thereunder; (vi)
the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub.
L. No. 108-173) and the regulations promulgated thereunder; (vii) quality,
safety and accreditation standards and requirements of all applicable state laws
or regulatory bodies; (viii) Requirements of Law relating to the ownership or
operation of a health care facility or business, or assets used in connection
therewith, (ix) Requirements of Law relating to the billing or submission of
claims, collection of accounts receivable, underwriting the cost of, or
provision of management or administrative services in connection with, any and
all of the foregoing, by any Credit Party and any of their Subsidiaries,
including, but not limited to, laws and regulations relating to practice of
medicine and other health care professions, professional fee splitting,
tax-exempt organization and charitable trust law applicable to health care
organizations, certificates of need, certificates of operations and authority,
and (x) any and all other applicable health care laws, regulations, manual
provisions, policies and administrative guidance, each of (i) through (x) as may
be amended from time to time.

         HOLDINGS has the meaning ascribed thereto in the recitals to the
Agreement.

         IDE IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         INACTIVE SUBSIDIARIES means the Persons listed on Schedule A.

         INDEBTEDNESS means, with respect to any Person, without duplication (a)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property payment for which is deferred six (6) months or more, but
excluding obligations to trade creditors incurred in the ordinary course of
business that are unsecured and not overdue by more than six (6) months unless
being contested in good faith, (b) all reimbursement and other obligations with
respect to letters of credit, bankers' acceptances and surety bonds, whether or
not matured, (c) all obligations evidenced by notes, bonds, debentures or


                                      A-14





  





  











  







 similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations and the present
value (discounted at the Index Rate as in effect on the Closing Date) of future
rental payments under all synthetic leases, (f) all obligations of such Person
under commodity purchase or option agreements or other commodity price hedging
arrangements, in each case whether contingent or matured, (g) all net payment
obligations of such Person under any foreign exchange contract, currency swap
agreement, interest rate swap (including Interest Rate Agreements), cap or
collar agreement or other similar agreement or arrangement designed to alter the
risks of that Person arising from fluctuations in currency values or interest
rates, in each case whether contingent or matured, (h) all Indebtedness referred
to above secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon or in
property or other assets (including accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness, (i) "earnouts" and similar payment obligations excluding
bonus, phantom stock or other similar compensation payments owed to employees,
or officers and incurred in the ordinary course of business, (j) the Second Lien
Obligations and (k) the Obligations.

         INDEMNITEES has the meaning ascribed to it in SECTION 9.1.

         INDEX RATE means, for any day, a floating rate equal to the higher of
(i) the rate publicly quoted from time to time by THE WALL STREET JOURNAL as the
"base rate on corporate loans posted by at least 75% of the nation's 30 largest
banks" (or, if THE WALL STREET JOURNAL ceases quoting a base rate of the type
described, the highest per annum rate of interest published by the Federal
Reserve Board in Federal Reserve statistical release H.15 (519) entitled
"Selected Interest Rates" as the Bank prime loan rate or its equivalent), and
(ii) the Federal Funds Rate plus 50 basis points per annum. Each change in any
interest rate provided for in the Agreement based upon the Index Rate shall take
effect at the time of such change in the Index Rate.

         INDEX RATE LOAN means a Loan or portion thereof bearing interest by
reference to the Index Rate.

         INSTRUMENTS means all "instruments," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located,
and, in any event, including all certificated securities, all certificates of
deposit, and all promissory notes and other evidences of indebtedness, other
than instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.

         INTELLECTUAL PROPERTY means any and all Licenses, Patents, Copyrights,
Trademarks, and the goodwill associated with such Trademarks.

         INTERCOMPANY DEBT has the meaning ascribed to it in SECTION 9.21.

         INTERCOMPANY NOTES means a promissory note contemplated by SECTION
5.1(e).

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         INTERCREDITOR AGREEMENT means that certain Intercreditor Agreement,
dated as of the Closing Date, among the Agent, the Second Lien Agent (as defined
therein) and the Credit Parties, as amended, restated, supplemented and
otherwise modified from time to time.

         INTEREST EXPENSE has the meaning ascribed to it in SECTION 6.1(c) of
SCHEDULE 1 to ANNEX F.

         INTEREST PAYMENT DATE means (a) as to any Index Rate Loan, the first
Business Day of each month to occur while such Loan is outstanding, and (b) as
to any LIBOR Loan, the last day of the applicable LIBOR Period; PROVIDED, that
in the case of any LIBOR Period greater than three months in duration, interest
shall be payable at three month intervals and on the last day of such LIBOR
Period; and PROVIDED FURTHER that, in addition to the foregoing, each of (x) the
date upon which all of the Commitments have been terminated and the Loans have
been paid in full and (y) the Commitment Termination Date shall be deemed to be
an "INTEREST PAYMENT DATE" with respect to any interest that has then accrued
under the Agreement.

         INTEREST RATE AGREEMENT means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or similar agreement
or arrangement designed to protect Borrower against fluctuations in interest
rates entered into between Borrower and any Lender pursuant to SECTION 4.10 (and
any other such agreement otherwise agreed to by Agent).

         INVENTORY means any "inventory," as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, wherever located, including
inventory, merchandise, goods and other personal property that are held by or on
behalf of any Credit Party for sale or lease or are furnished or are to be
furnished under a contract of service, or that constitute raw materials, work in
process, finished goods, returned goods, supplies or materials of any kind,
nature or description used or consumed or to be used or consumed in such Credit
Party's business or in the processing, production, packaging, promotion,
delivery or shipping of the same, including all supplies and embedded software.

         INVESTMENt means (i) any direct or indirect purchase or other
acquisition by Borrower or any of its Subsidiaries of any Stock, or other
ownership interest in, any other Person, and (ii) any direct or indirect loan,
advance or capital contribution by Borrower or any of its Subsidiaries to any
other Person, including all indebtedness and accounts receivable due from that
other Person that are not current assets and did not arise from sales to that
other Person in the ordinary course of business.

         INVESTMENT PROPERTY means all "investment property," as such term is
defined in the Code, now owned or hereafter acquired by any Credit Party,
wherever located, including: (i) all securities, whether certificated or
uncertificated, including stocks, bonds, interests in limited liability
companies, partnership interests, treasuries, certificates of deposit, and
mutual fund shares; (ii) all securities entitlements of any Credit Party,
including the rights of such Credit Party to any securities account and the
financial assets held by a securities intermediary in such securities account
and any free credit balance or other money owing by any securities intermediary
with respect to that account; (iii) all securities accounts of any Credit Party;
(iv) all commodity contracts of any Credit Party; and (v) all commodity accounts
held by any Credit Party.

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         IRC means the Internal Revenue Code of 1986, as amended, and all
regulations promulgated thereunder.

         IRS means the United States Internal Revenue Service.

         L/C ISSUER means GE Capital or a Subsidiary thereof or a bank or other
legally authorized Person selected by or acceptable to Agent in its sole
discretion, in such Person's capacity as an issuer of Letters of Credit
hereunder.

         L/C SUBLIMIT has the meaning ascribed to it in SECTION 1.1(d).

         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.

         LETTERS OF CREDIT means documentary or standby letters of credit issued
for the account of Borrower by L/C Issuers, and bankers' acceptances issued by
Borrower, for which Agent and Lenders have incurred Letter of Credit
Obligations. The term does not include a Swap Related L/C.

         LETTER OF CREDIT FEE has the meaning ascribed to it in SECTION 1.3(c).

         LETTER OF CREDIT OBLIGATIONS means all outstanding obligations incurred
by Agent and Lenders at the request of Borrower, whether direct or indirect,
contingent or otherwise, due or not due, in connection with the issuance of
Letters of Credit by L/C Issuers or the purchase of a participation as set forth
in SECTION 1.1(D) with respect to any Letter of Credit. The amount of such
Letter of Credit Obligations shall equal the maximum amount that may be payable
by Agent and Lenders thereupon or pursuant thereto.

         LEVERAGE RATIO has the meaning ascribed to it in SECTION 6.1(e) of
SCHEDULE 1 to ANNEX F.

         LIBOR BREAKAGE COSTS means (i) an amount equal to the amount of any
losses, expenses, liabilities (including, without limitation, any loss
(including interest paid) and lost opportunity cost (consisting of the present
value of the difference between the LIBOR Rate in effect for the Interest Period
and any lower LIBOR Rate in effect at the time of prepayment for the remainder
of that Interest Period) in connection with the re-employment of such funds)
that any Lender may sustain as a result of (a) any default by Borrower in making
any borrowing of, conversion into or continuation of any LIBOR Loan following
Borrower's delivery to Agent of any LIBOR Loan request in respect thereof or (b)
any payment of a LIBOR Loan on any day that is not the last day of the LIBOR
Period applicable thereto (regardless of the source of such prepayment and
whether voluntary, by acceleration or otherwise) and (ii) an administrative fee
in an amount equal to $250.00. For purposes of calculating amounts payable to a
Lender under SECTION 1.3(e), each Lender shall be deemed to have actually funded
its relevant LIBOR Loan through the purchase of a deposit bearing interest at
LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity
and repricing characteristics comparable to the relevant LIBOR Period; PROVIDED,
HOWEVER, that each Lender may fund each of its LIBOR Loans in any manner it sees
fit, and the foregoing assumption shall be utilized only for the calculation of
amounts payable under SECTION 1.3(d).

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         LIBOR BUSINESS DAY means a Business Day on which banks in the City of
London are generally open for interbank or foreign exchange transactions.

         LIBOR LOANS means a Loan or any portion thereof bearing interest by
reference to the LIBOR Rate.

         LIBOR PERIOD means, with respect to any LIBOR Loan, each period
commencing on a LIBOR Business Day selected by Borrower pursuant to the
Agreement and ending one, two, three or six months thereafter, as selected by
Borrower's irrevocable notice to Agent as set forth in SECTION 1.2(e); PROVIDED,
that the foregoing provision relating to LIBOR Periods is subject to the
following:

                           (a) if any LIBOR Period would otherwise end on a day
that is not a LIBOR Business Day, such LIBOR Period shall be extended to the
next succeeding LIBOR Business Day unless the result of such extension would be
to carry such LIBOR Period into another calendar month in which event such LIBOR
Period shall end on the immediately preceding LIBOR Business Day;

                           (b) any LIBOR Period that would otherwise extend
beyond the date set forth in clause (a) of the definition of "Commitment
Termination Date" shall end two (2) LIBOR Business Days prior to such date;

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

                           (d) Borrower shall select LIBOR Periods so as not to
require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such
Loan;

                           (e) Borrower shall select LIBOR Periods so that there
shall be no more than 5 separate LIBOR Loans in existence at any one time; and

                           (f) no LIBOR Period may be selected for any portion
of the Term Loan B if a Scheduled Installment for such Term Loan B is payable
during such LIBOR Period and the portion of such Term Loan B which constitutes
an Index Rate Loan does not equal or exceed the amount of such Scheduled
Installment.

         LIBOR RATE means for each LIBOR Period, a rate of interest determined
by Agent equal to:

                           (a) the offered rate for deposits in United States
Dollars for the applicable LIBOR Period that appears on Telerate Page 3750 as of
11:00 a.m. (London time), on the second full LIBOR Business Day next preceding
the first day of such LIBOR Period (unless such date is not a Business Day, in
which event the next succeeding Business Day will be used); divided by

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                           (b) a number equal to 1.0 MINUS the aggregate (but
without duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on the day that is two (2) LIBOR Business Days prior to
the beginning of such LIBOR Period (including basic, supplemental, marginal and
emergency reserves under any regulations of the Federal Reserve Board or other
Governmental Authority having jurisdiction with respect thereto, as now and from
time to time in effect) for Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board that are
required to be maintained by a member bank of the Federal Reserve System.

         If such interest rates shall cease to be available from Telerate News
Service, the LIBOR Rate shall be determined from such financial reporting
service or other information as shall be available to Agent.

         LICENSE means any Copyright License, Patent License, Trademark License
or other license of rights or interests now held or hereafter acquired by any
Credit Party.

         LIEN means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the Code or
comparable law of any jurisdiction).

         LITIGATION has the meaning ascribed to it in SECTION 6.2(k).

         LOAN ACCOUNT has the meaning ascribed to it in SECTION 1.7.

         LOAN DOCUMENTS means the Agreement, the Notes, the Collateral
Documents, the GE Capital Fee Letter, the Intercreditor Agreement, the
subordination provisions applicable to any Subordinated Debt and intercreditor
provisions applicable to any Indebtedness that is PARI PASSU in right of payment
to the Obligations and all other agreements, instruments, documents and
certificates identified in the Closing Checklist executed and delivered to, or
in favor of, Agent or any Lenders and including all other pledges, powers of
attorney, consents, assignments, contracts, notices, and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any
Credit Party, or any employee of any Credit Party, and delivered to Agent or any
Lender in connection with the Agreement or the transactions contemplated thereby
(other than the Second Lien Loan Documents). Any reference in the Agreement or
any other Loan Document to a Loan Document shall include all appendices,
exhibits or schedules thereto, and all amendments, restatements, supplements or
other modifications thereto, and shall refer to the Agreement or such Loan
Document as the same may be in effect at any and all times such reference
becomes operative.

         LOANS means the Revolving Loan, the Swing Line Loan and the Term Loan.

         MANAGEMENT AGREEMENT means that certain Amended and Restated Management
and Service Agreement dated as of January 1, 2004, as in effect on the Closing
Date.

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         MASTER DOCUMENTARY AGREEMENT means the Master Agreement for Documentary
Letters of Credit dated as of the Closing Date between Borrower, as Applicant,
and GE Capital, as Issuer, as the same may be amended, restated, modified and/or
supplemented from time to time including, without limitation, by joinder
thereto.

         MASTER STANDBY AGREEMENT means the Master Agreement for Standby Letters
of Credit dated as of the Closing Date between Borrower, as Applicant, and GE
Capital, as Issuer, as the same may be amended, restated, modified and/or
supplemented from time to time including, without limitation, by joinder
thereto.

         MATERIAL ADVERSE EFFECT means a material adverse effect on (a) the
business, assets, operations or financial or other condition of the Credit
Parties considered as a whole, (b) Borrower's ability to pay any of the Loans or
any of the other Obligations in accordance with the terms of the Agreement, (c)
the Collateral or Agent's Liens, on behalf of itself and Lenders, on the
Collateral or the priority of such Liens, or (d) Agent's or any Lender's rights
and remedies under the Agreement and the other Loan Documents.

         MAXIMUM AMOUNT means, as of any date of determination, an amount equal
to the Revolving Loan Commitment of all Lenders as of that date.

         MAXIMUM LAWFUL RATE has the meaning ascribed to it in SECTION 1.2(f).

         MERGER AGREEMENT means that certain Agreement and Plan of Merger, dated
as of July 6, 2006, by and among Holdings, Merger Sub, Borrower and Radiologix,
without giving effect to any waiver, change or amendment thereto unless
consented to in writing by Agent.

         MERGER SUB means PR Acquisition Corporation, a Delaware corporation.

         MOODY'S means Moody's Investors Services, Inc.

         MULTIEMPLOYER PLAN means a "multiemployer plan" as defined in Section
(3)(7) of ERISA, and to which any Credit Party or ERISA Affiliate is making, is
obligated to make or has made or been obligated to make in the past five years
contributions on behalf of participants who are or were employed by any of them
or withdrawal liability payments.

         NET PROCEEDS means cash proceeds received by Borrower or any of its
Subsidiaries from any Asset Disposition (including insurance proceeds, awards of
condemnation, and payments under notes or other debt securities received in
connection with any Asset Disposition), net of (a) the costs of such Asset
Disposition (including taxes attributable to such sale, lease or transfer) and
any commissions and other customary transaction fees, costs and expenses), other
than any costs payable to any Affiliate of a Credit Party (b) amounts applied to
repayment of Indebtedness (other than the Obligations) secured by a Lien
permitted under the Agreement on the asset or property disposed and (c) any
amounts required to be held in escrow until such time as such amounts are
released from escrow whereupon such amounts shall be considered Net Proceeds.

         NON-CONSENTING LENDER has the meaning ascribed to it in SECTION
9.19(c).

         NON-EXCLUDED TAXES has the meaning ascribed to it in SECTION 1.9(a).

         NON-FUNDING LENDER has the meaning ascribed to it in SECTION 8.5(a).

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         NOTES means, collectively, the Revolving Notes, the Swing Line Note and
the Term Notes.

         NOTICE OF CONVERSION/CONTINUATION has the meaning ascribed to it in
SECTION 1.2(e).

         NOTICE OF REVOLVING CREDIT ADVANCE has the meaning ascribed to it in
SECTION 1.1(b).

         NUCLEAR IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         OBLIGATIONS means all loans, advances, debts, liabilities and
obligations, for the performance of covenants, tasks or duties or for payment of
monetary amounts (whether or not such performance is then required or
contingent, or such amounts are liquidated or determinable), including Letter of
Credit Obligations and, but only to the extent that the Agent has acknowledged
in writing that such obligations constitute "Obligations" hereunder, obligations
under Interest Rate Agreements, owing by any Credit Party to Agent or any
Lender, and all covenants and duties regarding such amounts, of any kind or
nature, present or future, whether or not evidenced by any note, agreement or
other instrument, arising under the Agreement or any of the other Loan
Documents; PROVIDED, however, that "Obligations" shall not include any
prepayment fees, early termination charges, make-whole premiums or similar
amounts (or any interest, fees, charges or other amounts thereon) owing to any
Prior Lender as a result of payments or prepayments made on or prior to the
Closing Date. This term includes all principal, interest (including all interest
that accrues after the commencement of any case or proceeding by or against any
Credit Party in bankruptcy, whether or not allowed in such case or proceeding),
Fees, Swap Related Reimbursement Obligations, Charges, expenses, attorneys' fees
and any other sum chargeable to any Credit Party under the Agreement or any of
the other Loan Documents.

         OPENSCAN has the meaning ascribed to in the recitals to the Agreement.

         OPERATING CASH FLOW has the meaning ascribed to it in SECTION 6.1(e) of
SCHEDULE 1 to ANNEX F.

         OTHER LENDER has the meaning ascribed to it in SECTION 8.5(d).

         OTHER TAXES has the meaning ascribed to it in SECTION 1.9(a).

         OVERADVANCE has the meaning ascribed to it in SECTION 1.1(b).

         PACIFIC IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         PATENT LICENSE means rights under any written agreement now owned or
hereafter acquired by any Credit Party granting any right to such Credit Party
with respect to any invention on which a Patent owned by a third party is in
existence.

         PATENT SECURITY AGREEMENTS means the Patent Security Agreements made in
favor of Agent, on behalf of itself and Lenders, by each applicable Credit
Party.

                                      A-21





  





  











  







         PATENTS means all of the following in which any Credit Party now holds
or hereafter acquires any interest: (a) all letters patent of the United States
or any other country, all registrations and recordings thereof, and all
applications for letters patent of the United States or of any other country,
including registrations, recordings and applications in the United States Patent
and Trademark Office or in any similar office or agency of the United States,
any State or any other country, and (b) all reissues, continuations,
continuations-in-part or extensions thereof.

         PBGC means the Pension Benefit Guaranty Corporation.

         PERMITS means any permit, approval, authorization, license,
registration, accreditation, certification, certificate of authority, variance,
permission, franchise, qualification, order, filing or consent required from a
Governmental Authority or other Person under an applicable Requirement of Law.

         PERMITTED ACQUISITION has the meaning ascribed to in SECTION 5.6.

         PERMITTED ENCUMBRANCES means the following encumbrances: (a) Liens for
taxes, assessments or governmental charges or levies not yet due and payable or
Liens for taxes, assessments or governmental charges or levies being contested
in good faith and by appropriate proceedings for which adequate reserves have
been established in accordance with GAAP, excluding federal income tax Liens and
Liens in favor of the PBGC under ERISA; (b) Liens in respect of property or
assets of the Borrower or any of its Subsidiaries imposed by law which were
incurred in the ordinary course of business and which have not arisen to secure
Indebtedness for borrowed money, such as carriers', materialmen's,
warehousemen's and mechanics' Liens, statutory and common law landlord's Liens,
and other similar Liens arising in the ordinary course of business, and which
either (1) do not in the aggregate materially detract from the value of such
property or assets or materially impair the use thereof in the operation of the
business of the Borrower or any of its Subsidiaries or (2) are being contested
in good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such Lien;
(c) Liens created by or pursuant to this Agreement, the Collateral Documents or
the other Loan Documents; (d) Liens in existence on the Closing Date which are
listed, and the property subject thereto described, on SCHEDULE 5.2, without
giving effect to any extensions or renewals thereof; (e) Liens arising from
judgments, decrees, awards or attachments in circumstances not constituting an
Event of Default, PROVIDED that the amount of cash and property (determined on a
fair market value basis) deposited or delivered to secure the respective
judgment or decree or subject to attachment shall not exceed $1,000,000 or the
Dollar Equivalent thereof in the aggregate at any time; (f) Liens (other than
any Lien imposed by ERISA) (1) incurred or deposits made in the ordinary course
of business in connection with general insurance maintained by the Borrower and
its Subsidiaries, (2) incurred or deposits made in the ordinary course of
business of the Borrower and its Subsidiaries in connection with workers'
compensation, unemployment insurance and other types of social security, (3) to
secure the performance by the Borrower and its Subsidiaries of tenders,
statutory obligations (other than excise taxes), surety, stay, customs and
appeal bonds, statutory bonds, bids, leases, government contracts, trade
contracts, performance and return of money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money) to the extent
incurred in the ordinary course of business, (4) to secure the performance by
the Borrower and its Subsidiaries of leases of Real Property, to the extent


                                      A-22





  





  











  







 incurred or made in the ordinary course of business consistent with past
practices, and (5) other deposits not to exceed $1,000,000 in the aggregate; (g)
licenses, sublicenses, leases or subleases granted to third Persons in the
ordinary course of business not interfering in any material respect with the
business of the Borrower or any of its Subsidiaries; (h) easements,
rights-of-way, restrictions, minor defects or irregularities in title,
encroachments and other similar charges or encumbrances, in each case not
securing Indebtedness and not interfering in any material respect with the
ordinary conduct of the business of the Borrower or any of its Subsidiaries; (i)
Liens arising from precautionary UCC financing statements regarding operating
leases; (j) Liens created pursuant to or in connection with leases or Capital
Leases permitted pursuant to this Agreement, PROVIDED that (1) such Liens only
serve to secure the payment of rent or Indebtedness arising under such leases or
Capital Leases and (2) the Liens encumbering the assets leased or purported to
be leased under such leases or Capital Leases do not encumber any other assets
of the Borrower or any of its Subsidiaries (other than letters of credit,
payment undertaking agreements, guaranteed investment contracts, deposits of
cash or Cash Equivalents and other credit support arrangements, in each case
having an aggregate value not exceeding the fair market value of the assets
leased or purported to be leased under such leases or Capital Leases (each of
such values determined at the time when the lease agreement relating to the
relevant lease or Capital Lease is signed and delivered)); (k) (1) those liens,
encumbrances, hypothecs and other matters affecting title to any Real Property
and found reasonably acceptable by the Agent or insured against by title
insurance, (2) as to any particular Real Property at any time, such easements,
encroachments, covenants, rights of way, minor defects, irregularities or
encumbrances on title which would not reasonably be expected to materially
impair such Real Property for the purpose for which it is held by the mortgagor
or grantor thereof, or the lien or hypothec held by the Agent, (3) zoning and
other municipal ordinances which are not violated in any material respect by the
existing improvements and the present use made by the mortgagor or grantor
thereof of the premises, (4) general real estate taxes and assessments not yet
delinquent, (5) any Lien that would be disclosed on a true, correct and complete
survey of the Real Property that does not materially affect the use or enjoyment
of the Real Property as it is currently being used, and (6) such other similar
items as the Agent may consent to (such consent not to be unreasonably
withheld); (l) Liens arising pursuant to purchase money mortgages or security
interests securing Indebtedness representing the purchase price (or financing of
the purchase price within 90 days after the respective purchase) of assets
acquired after the Closing Date, PROVIDED that (1) any such Liens attach only to
the assets so purchased, upgrades thereon and, if the asset so purchased is an
upgrade, the original asset itself (and such other assets financed by the same
financing source), (2) the Indebtedness (other than Indebtedness incurred from
the same financing source to purchase other assets and excluding Indebtedness
representing obligations to pay installation and delivery charges for the
property so purchased) secured by any such Lien does not exceed 100% of the
lesser of the fair market value or the purchase price of the property being
purchased at the time of the incurrence of such Indebtedness and (3) the
Indebtedness secured thereby is permitted to be incurred pursuant to this
Agreement; (m) Liens arising out of consignment or similar arrangements for the
sale of goods entered into by the Borrower or any of its Subsidiaries in the
ordinary course of business; (n) rights of setoff upon deposits of cash in favor
of banks or other depository institutions as permitted by any Control Agreement
or, with respect to deposits of cash not subject to a Control Agreement,
customary rights of setoff in favor of such banks or depository institutions;
(o) Liens securing Second Lien Loan Obligations; and (p) Liens securing


                                      A-23





  





  











  







 Indebtedness or leases that refinance, refund, extend, renew and/or replace
Indebtedness or leases secured by Liens described in clauses (a) through (n)
above. Anything in the foregoing to the contrary notwithstanding, in no event
shall "Permitted Encumbrances" include any Lien to secure any prepayment fees,
early termination charges, make-whole premiums or similar amounts (or any
interest, fees, charges or other amounts thereon) owing to any Prior Lender as a
result of payment or prepayments made on or prior to the Closing Date.

         PERSON means any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, public benefit corporation, other entity or
government (whether federal, state, county, city, municipal, local, foreign, or
otherwise, including any instrumentality, division, agency, body or department
thereof).

         PLAN means, at any time, an "employee benefit plan," as defined in
Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate maintains,
contributes to or has an obligation to contribute to on behalf of its employees.

         PLEDGE AGREEMENT means the Pledge Agreement executed as of the Closing
Date among Holdings, the Borrower, Radiologix and Questar Imaging and any other
pledge agreement entered into after the Closing Date by any Credit Party.

         POST-CLOSING AGREEMENT means that certain Post-Closing Matters
Agreement, dated as of the Closing Date, between Borrower and Agent with respect
to certain agreements, documents and instruments to be delivered after the
Closing Date.

         PRIMEDEX SUBORDINATED NOTES means those certain 11.5% Series A
Convertible Subordinated Debentures Due June 30, 2008 issued by Holdings in an
aggregate original principal amount of $16,147,000.

         PRIOR LENDER OBLIGATIONS means certain Indebtedness and other
obligations owing to each of the Prior Lenders.

         PRIOR LENDERS means the holders of the Primedex Subordinated Notes,
Radiologix Senior Notes and Radiologix Subordinated Note, and the lenders under
that certain (a) Credit Agreement dated as of March 9, 2006, by and among GE
Capital, as agent, Borrower and the other Persons party thereto and (b) Second
Lien Credit Agreement dated as of March 9, 2006, by and among GE Capital, as
agent, Borrower and the other Persons party thereto.

         PRO FORMA means the unaudited consolidated and consolidating balance
sheets of Holdings and its Subsidiaries prepared in accordance with GAAP as of
the Closing Date after giving effect to the Related Transactions. The Pro Forma
is annexed hereto as ANNEX D.

         PRO FORMA COST SAVINGS means savings assumed to be realized as a result
of the transactions contemplated by the Merger Agreement as discussed by
Capstone Advisory Group LLC in a report entitled "Project Slice Integration and
Savings Plan" to the extent agreed to by Borrower and Agent as set forth on
SCHEDULE II to EXHIBIT 6.2(d).

         PRO RATA SHARE means with respect to all matters relating to any Lender
(a) with respect to the Revolving Loan, the percentage obtained by dividing (i)
the Revolving Loan Commitment of that Lender by (ii) the aggregate Revolving


                                      A-24





  





  











  







 Loan Commitments of all Lenders, (b) with respect to the Term Loan B, the
percentage obtained by dividing (i) the Term Loan B Commitment of that Lender by
(ii) the aggregate Term Loan B Commitments of all Lenders, (c) with respect to
all Loans, the percentage obtained by dividing (i) the aggregate Commitments of
that Lender by (ii) the aggregate Commitments of all Lenders, and (d) with
respect to all Loans on and after the Commitment Termination Date, the
percentage obtained by dividing (i) the aggregate outstanding principal balance
of the Loans held by that Lender, by (ii) the outstanding principal balance of
the Loans held by all Lenders, as any such percentages may be adjusted by
assignments pursuant to SECTION 8.1.

         PRONET has the meaning ascribed to in the recitals to the Agreement.

         PROCEEDING means a proceeding under the United States Bankruptcy Code,
insolvency laws or any similar law in any jurisdiction, in which any Credit
Party or any Subsidiary thereof is a debtor.

         PROJECTIONS means Holdings, and its Subsidiaries' forecasted
consolidated and consolidating: (a) balance sheets; (b) profit and loss
statements; (c) cash flow statements; and (d) capitalization statements, all
prepared on a Subsidiary by Subsidiary or division-by-division basis, if
applicable, and otherwise consistent with the historical Financial Statements of
Holdings, together with appropriate supporting details and a statement of
underlying assumptions.

         PROPOSED CHANGE has the meaning ascribed to it in SECTION 9.19(c).

         QUALIFIED PLAN means a Plan that is intended to be tax-qualified under
Section 401(a) of the IRC.

         QUESTAR ALAMITOS has the meaning ascribed to in the recitals to the
Agreement.

         QUESTAR DULUTH has the meaning ascribed to in the recitals to the
Agreement.

         QUESTAR IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         QUESTAR VICTORVILLE has the meaning ascribed to in the recitals to the
Agreement.

         RADIOLOGIX has the meaning ascribed to it in the recitals to the
Agreement.

         RADIOLOGIX SENIOR NOTES means those certain 10.5% Senior Notes due
December 15, 2008 issued under that certain Indenture dated as of December 12,
2001 by and between Radiologix and U.S. Bank, N.A..

         RADIOLOGIX SUBORDINATED NOTE means that certain Convertible Junior
Subordinated Promissory Note due July 31, 2009 issued by American Physician
Partners, Inc. (predecessor to Radiologix) in the initial principal amount of
$20,000,000.

         RADNET IMAGING has the meaning ascribed thereto in the recitals to the
Agreement.

                                      A-25





  





  











  







         RADNET MANAGEMENT I has the meaning ascribed thereto in the recitals to
the Agreement.

         RADNET MANAGEMENT II has the meaning ascribed thereto in the recitals
to the Agreement.

         RADNET SUB has the meaning ascribed thereto in the recitals to the
Agreement.

         REAL ESTATE has the meaning ascribed to it in SECTION 3.14.

         REFINANCING means the repayment in full by Borrower of the Prior Lender
Obligations on the Closing Date (or deposit of funds with the applicable Person
in order to redeem in full the Primedex Subordinated Notes and Radiologix Senior
Notes on or prior to thirty (30) days after the Closing Date).

         REFUNDED SWING LINE LOAN has the meaning ascribed to it in SECTION
1.1(c)(iii).

         RELATED TRANSACTIONS means the Acquisition, the initial borrowing under
the Revolving Loan, the Term Loan B, and the Second Lien Loan on the Closing
Date, the Refinancing, the payment of all Fees, costs and expenses associated
with all of the foregoing and the execution and delivery of all of the Related
Transactions Documents.

         RELATED TRANSACTIONS DOCUMENTS means the Merger Agreement, the Loan
Documents, the Second Lien Loan Documents and all other agreements or
instruments executed in connection with the Related Transactions.

         RELEASE means any release, threatened release, spill, emission,
leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
Material in the indoor or outdoor environment, including the movement of
Hazardous Material through or in the air, soil, surface water, ground water or
property.

         REPLACEMENT LENDER has the meaning ascribed to it in SECTION 9.19(a).

         REQUIREMENTS OF LAW means, as to any Person, the Governing Documents of
such Person, and any law, ordinance, policy, manual provision, guidance,
principle of common law, statute, rule or regulation, or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its assets or to which such Person or
any of its assets is subject including, without limitation, the Securities Act,
the Securities Exchange Act, Regulations T, U and X of the Federal Reserve
Board, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining
Notification Act, Americans with Disabilities Act of 1990, the Social Security
Act, any Health Care Law, Environmental Law, and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or Permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety laws (including, without
limitation, those applicable to the disposal of medical waste).

         REQUISITE LENDERS means Lenders having (a) more than 50% of the
Commitments of all Lenders, or (b) if the Commitments have been terminated, more
than 50% of the aggregate outstanding amount of the Loans.

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         REQUISITE REVOLVING LENDERS means Lenders having (a) more than 50% of
the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan
Commitments have been terminated, more than 50% of the aggregate outstanding
amount of the Revolving Loan (with the Swing Line Loan being attributed to the
Lender making such Loan).

         RESTRICTED PAYMENT means, with respect to any Credit Party (a) the
declaration or payment of any dividend or the incurrence of any liability to
make any other payment or distribution of cash or other property or assets in
respect of Stock; (b) any payment on account of the purchase, redemption,
defeasance, sinking fund or other retirement of such Credit Party's Stock or any
other payment or distribution made in respect thereof, either directly or
indirectly; (c) any payment or prepayment of principal of, premium, if any, or
interest, fees or other charges on or with respect to, and any redemption,
purchase, retirement, defeasance, sinking fund or similar payment and any claim
for rescission with respect to, any Subordinated Debt (and payment of prepayment
fees, early termination charges, make-whole premiums or similar amounts
(including any interest, fees, charges or other amounts thereon) to any Prior
Lender owing as a result of the payment or prepayment of obligations on or prior
to the Closing Date); (d) any payment made to redeem, purchase, repurchase or
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire Stock of such Credit Party now or hereafter outstanding;
(e) any payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any shares of such Credit
Party's Stock or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages or rescission; (f) any
payment, loan, contribution, or other transfer of funds or other property to any
Stockholder of such Credit Party other than payment of compensation in the
ordinary course of business to Stockholders who are employees of such Credit
Party; and (g) any payment of management fees (or other fees of a similar
nature), out-of-pocket expenses in connection therewith and indemnities payable
in connection with any management services, consulting or like agreement by such
Credit Party to any Stockholder of such Credit Party or its Affiliates.

         REVOLVING CREDIT ADVANCE has the meaning ascribed to it in SECTION
1.1(b).

         REVOLVING CREDIT FACILITY means the Revolving Loan Commitments and the
provisions herein related to the Revolving Loans, Swing Line Loans and Letters
of Credit.

         REVOLVING LENDERS means those Lenders having a Revolving Loan
Commitment.

         REVOLVING LOAN(S) means, at any time, the sum of (i) the aggregate
amount of Revolving Credit Advances outstanding to Borrower (including Swing
Line Advances) PLUS (ii) the aggregate Letter of Credit Obligations incurred on
behalf of Borrower. Unless the context otherwise requires, references to the
outstanding principal balance of the Revolving Loan shall include the
outstanding balance of Letter of Credit Obligations.

         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 or in the most recent


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 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 FORTY-FIVE
MILLION DOLLARS ($45,000,000) on the Closing Date, as such amount may be
adjusted, if at all, from time to time in accordance with the Agreement.

         REVOLVING NOTES has the meaning ascribed to it in SECTION 1.1(b).

         ROCKLAND IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         S&P means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc.

         SCHEDULED INSTALLMENTS has the meaning ascribed to it in SECTION
1.1(a).

         SECOND LIEN AGENT means the "Agent" under (and as defined in) the
Second Lien Credit Agreement.

         SECOND LIEN CREDIT AGREEMENT means that certain Second Lien Credit
Agreement, dated as of the date hereof, by and among the Borrower, the Credit
Parties (as defined therein), the Agent (as defined therein) and the Lenders (as
defined therein), as amended, restated, supplemented, refinanced, refunded,
extended, renewed, replaced or otherwise modified from time to time, in
accordance with the Intercreditor Agreement.

         SECOND LIEN LENDERS means the "Lenders" under (and as defined in) the
Second Lien Credit Agreement.

         SECOND LIEN LOAN DOCUMENTS means the Second Lien Credit Agreement and
all other agreements, instruments, documents and certificates executed and
delivered in connection therewith, including all other pledges, powers of
attorney, consents, assignments, contracts, notices, and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any
Credit Party, or any employee of any Credit Party, in connection with the Second
Lien Credit Agreement or the transactions contemplated thereby. Any reference in
any of the aforementioned documents shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to such documents as the same may be in
effect at any and all times such reference becomes operative.

         SECOND LIEN LOAN means the "Term Loan C" as defined in the Second Lien
Credit Agreement.

         SECOND LIEN LOAN OBLIGATIONS means the "Obligations" as defined in the
Second Lien Credit Agreement.

         SECURED PARTIES means the Lenders, the Agent, each other Indemnitee and
any other holder of any Obligations of any Credit Party.

         SECURITIZATION means a public or private offering by a Lender or any of
its direct or indirect Affiliates or their respective successors and assigns, of
securities which represent an interest in, or which are collateralized, in whole
or in part, by the Loans and the Loan Documents.

                                      A-28





  





  











  







         SECURITY means all Stock, Stock equivalents, voting trust certificates,
bonds, debentures, instruments and other evidence of Indebtedness, whether or
not secured, convertible or subordinated, all certificates of interest, share or
participation in, all certificates for the acquisition of, and all warrants,
options and other rights to acquire, any Security.

         SECURITY AGREEMENT means the Security Agreement of even date herewith
entered into by and among Agent, on behalf of itself and Lenders, and each
Credit Party that is a signatory thereto.

         SENIOR DEBT has the meaning ascribed to it in SECTION 6.1(f) of
SCHEDULE 1 to ANNEX F.

         SENIOR LEVERAGE RATIO has the meaning ascribed to it in SECTION 6.1(f)
of SCHEDULE 1 to ANNEX F.

         SETTLEMENT DATE has the meaning ascribed to it in SECTION 8.5(a)(ii).

         SOCAL has the meaning ascribed thereto in the recitals to the
Agreement.

         SOFTWARE means all "software" as such term is defined in the Code, now
owned or hereafter acquired by any Credit Party, other than software embedded in
any category of Goods, including all computer programs and all supporting
information provided in connection with a transaction related to any computer
program.

         SOLVENT means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including subordinated and contingent liabilities,
of such Person; (b) the present fair saleable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability
of such Person on its debts and liabilities, including subordinated and
contingent liabilities as they become absolute and matured; (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature; and
(d) such Person is not engaged in a business or transaction, and is not about to
engage in a business or transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
(such as Litigation, guaranties and pension plan liabilities) at any time shall
be computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that would be reasonably be expected
to become an actual or matured liability.

         STATEMENT has the meaning ascribed to it in SECTION 6.2(b).

         STOCK means all shares, options, warrants, general or limited
partnership interests, membership interests or other equivalents (regardless of
how designated) of or in a corporation, partnership, limited liability company
or equivalent entity whether voting or nonvoting, including common stock,
preferred stock or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934).

                                      A-29





  





  











  







         STOCKHOLDER means, with respect to any Person, each holder of Stock of
such Person.

         SUBORDINATED DEBT means Indebtedness of any Credit Party subordinated
to the Obligations as to right and time of payment and as to any other rights
and remedies thereunder and having such other terms as are reasonably
satisfactory to Agent and Requisite Lenders.

         SUBSIDIARY means, with respect to any Person, (a) any corporation of
which an aggregate of more than 50% of the outstanding Stock having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, Stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, owned
legally or beneficially by such Person or one or more Subsidiaries of such
Person, or with respect to which any such Person has the right to vote or
designate the vote of 50% or more of such Stock whether by proxy, agreement,
operation of law or otherwise, and (b) any partnership or limited liability
company in which such Person and/or one or more Subsidiaries of such Person
shall have an interest (whether in the form of voting or participation in
profits or capital contribution) of more than 50% or of which any such Person is
a general partner or managing member (or the equivalent thereof) or may exercise
the powers of a general partner or managing member. Unless the context otherwise
requires, each reference to a Subsidiary shall be a reference to a Subsidiary of
Holdings and shall include, in any event, Beverly and shall exclude the Inactive
Subsidiaries.

         SUPERMAJORITY REVOLVING LENDERS means Lenders having (a) 80% or more of
the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan
Commitments have been terminated, 80% or more of the aggregate outstanding
amount of the Revolving Loan (with the Swing Line Loan being attributed to the
Lender making such Loan).

         SWAP RELATED L/C means a letter of credit or other credit enhancement
provided by GE Capital to the extent supporting the payment obligations by
Borrower under an interest rate protection or hedging agreement or transaction
(including, but not limited to, interest rate swaps, caps, collars, floors and
similar transactions) designed to protect or manage exposure to the fluctuations
in the interest rates applicable to any of the Loans, and which agreement or
transaction Borrower entered into as the result of a specific referral pursuant
to which GE Capital, GE Corporate Financial Services, Inc. or any other
Affiliate of GE Capital had arranged for Borrower to enter into such agreement
or transaction. The term includes a Swap Related L/C as it may be increased from
time to time fully to support Borrower's payment obligations under any and all
such interest rate protection or hedging agreements or transactions.

         SWAP RELATED REIMBURSEMENT OBLIGATION has the meaning ascribed to it in
SECTION 1.1(e).

         SWING LINE ADVANCE has the meaning ascribed to it in SECTION 1.1(c).

         SWING LINE AVAILABILITY has the meaning ascribed to it in SECTION
1.1(c).

         SWING LINE COMMITMENT means the commitment of the Swing Line Lender to
make Swing Line Advances as set forth on ANNEX B to the Agreement, which
commitment constitutes a subfacility of the Revolving Loan Commitment of the
Swing Line Lender.

                                      A-30





  





  











  







         SWING LINE LENDER means GE Capital.

         SWING LINE LOAN means at any time, the aggregate amount of Swing Line
Advances outstanding to Borrower.

         SWING LINE NOTE has the meaning ascribed to it in SECTION 1.1(c).

         TARGET has the meaning ascribed to in SECTION 5.6.

         TAX RETURNS means all reports, returns, information returns, claims for
refund, elections, estimated Tax filings or payments, requests for extension,
documents, statements, declarations and certifications and other information
required to be filed with respect to Taxes, including attachments thereto and
amendments thereof.

         TAXES has the meaning ascribed to it in SECTION 1.9(a).

         TERMINATION DATE means the date on which (a) the Loans have been
indefeasibly repaid in full, (b) all other Obligations under the Agreement and
the other Loan Documents have been completely discharged (other than contingent
indemnification obligations as to which no unsatisfied claim has been asserted),
(c) all Letter of Credit Obligations have been cash collateralized in the amount
set forth in SECTION 1.5(f), cancelled or, with the consent of Agent in each
instance, backed by standby letters of credit acceptable to Agent, (d) all
Commitments have been terminated and (e) Agent and Lenders have been released by
Credit Parties of all claims against Agent and Lenders.

         TERM LENDERS means those Lenders having Term Loan B Commitments.

         TERM LOAN B has the meaning ascribed to it in SECTION 1.1(a).

         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) 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 (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).

         TERM LOAN FACILITY means the Term Loan B Commitments and the provisions
herein related to the Term Loan B.

         TERM NOTE B has the meaning ascribed to it in SECTION 1.1(a).

         TITLE IV PLAN means a Plan (other than a Multiemployer Plan), that is
covered by Title IV of ERISA or Section 412 of the IRC, and that any Credit
Party or ERISA Affiliate maintains, contributes to or has an obligation to
contribute to on behalf of participants who are or were employed by any of them.

                                      A-31





  





  











  







         TRADEMARK SECURITY AGREEMENTS means the Trademark Security Agreements
made in favor of Agent, on behalf of itself and Lenders, by each applicable
Credit Party.

         TRADEMARK LICENSE means rights under any written agreement now owned or
hereafter acquired by any Credit Party granting any right to such Credit Party
to use any Trademark owned by a third party.

         TRADEMARKS means all of the following now owned or hereafter adopted or
acquired by any Credit Party: (a) all trademarks, trade names, corporate names,
business names, trade styles, service marks, logos, internet domain names, other
source or business identifiers, prints and labels on which any of the foregoing
have appeared or appear, designs and general intangibles of like nature (whether
registered or unregistered), all registrations and recordings thereof, and all
applications in connection therewith, including registrations, recordings and
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any state or territory thereof, or any
other country or any political subdivision thereof; (b) all reissues, extensions
or renewals thereof; and (c) all goodwill associated with or symbolized by any
of the foregoing.

         UNFUNDED PENSION LIABILITY means, at any time, the aggregate amount, if
any, of the amount by which the present value of all accrued benefits under each
Title IV Plan exceeds the fair market value of all assets of such Title IV Plan
allocable to such benefits in accordance with Title IV of ERISA, all determined
as of the most recent valuation date for each such Title IV Plan using the
actuarial assumptions for purposes of determining the funded status of such
Title IV Plan under Section 412 of the IRC.

         VALLEY IMAGING has the meaning ascribed to in the recitals to the
Agreement.

         WELFARE PLAN means a Plan described in Section 3(l) of ERISA.

         Rules of construction with respect to accounting terms used in the
Agreement or the other Loan Documents shall be as set forth or referred to in
this ANNEX A. All other undefined terms contained in any of the Loan Documents
shall, unless the context indicates otherwise, have the meanings provided for by
the Code to the extent the same are used or defined therein; in the event that
any term is defined differently in different Articles or Divisions of the Code,
the definition contained in Article or Division 9 shall control. Unless
otherwise specified, references in the Agreement or any of the Appendices to a
Section, subsection or clause refer to such Section, subsection or clause as
contained in the Agreement. The words "herein," "hereof" and "hereunder" and
other words of similar import refer to the Agreement as a whole, including all
Annexes, Exhibits and Schedules, as the same may from time to time be amended,
restated, modified or supplemented, and not to any particular section,
subsection or clause contained in the Agreement or any such Annex, Exhibit or
Schedule.

         Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, feminine and neuter genders. The words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation"; the


                                      A-32





  





  











  







 word "or" is not exclusive; references to Persons include their respective
successors and assigns (to the extent and only to the extent permitted by the
Loan Documents) or, in the case of governmental Persons, Persons succeeding to
the relevant functions of such Persons; and all references to statutes and
related regulations shall include any amendments of the same and any successor
statutes and regulations. Whenever any provision in any Loan Document refers to
the knowledge (or an analogous phrase) of any Credit Party, such words are
intended to signify that such Credit Party has actual knowledge or awareness of
a particular fact or circumstance or that such Credit Party, if it had exercised
reasonable diligence, would have known or been aware of such fact or
circumstance. Definitions of agreements and instruments in ANNEX A shall mean
and refer to such agreements and instruments as amended, modified, supplemented,
restated, substituted or replaced from time to time in accordance with their
respective terms and the terms of this Agreement and the other Loan Documents.

                                      A-33





  





  











  







                ANNEX B (from Annex A - Commitments definition)
                                       to
                                CREDIT AGREEMENT

                     PRO RATA SHARES AND COMMITMENT AMOUNTS



Lender:  General Electric Capital Corporation
---------------------------------------------

Term Loan B Commitment:  $193,000,000

Revolving Loan Commitment:  $25,000,000
(including a Swing Line Commitment of $10,000,000)

Lender: Wachovia Bank, National Association
-------------------------------------------

Term Loan B Commitment:  $13,000,000

Lender: CIT Healthcare LLC
--------------------------

Term Loan B Commitment:  $5,000,000

Revolving Loan Commitment:  $15,00,000

Lender: Cratos CLO I Ltd.
-------------------------

Term Loan B Commitment:  $14,000,000

Revolving Loan Commitment:  $5,000,000



                                   Annex B-1






  





  











  







                                    ANNEX C
                                       to
                                CREDIT AGREEMENT
                                ----------------

                               CLOSING CHECKLIST

                                   Annex C-1





  





  











  








                               CLOSING CHECKLIST

                                      for

                                CREDIT AGREEMENT

                                  by and among

                            RADNET MANAGEMENT, INC.
                                  as Borrower,

                                      and

                    THE OTHER PERSONS PARTY HERETO THAT ARE
                          DESIGNATED AS CREDIT PARTIES

                                      and

                      GENERAL ELECTRIC CAPITAL CORPORATION
                       as Agent, L/C Issuer and a Lender

                                      and

                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                   as Lenders

                                      and

                            GE CAPITAL MARKETS, INC.
                                as Lead Arranger

                               November 15, 2006

                                   Annex C-2





  





  











  







     Set forth below is a Closing Checklist which lists documents and
information to be delivered in connection with the Credit Agreement ("Credit
Agreement") listed herein as Document No. 1, the other Loan Documents and the
transactions contemplated thereunder. Each capitalized term used but not defined
herein shall have the meaning ascribed to such term in the Credit Agreement and
all section references herein are to Sections of the Credit Agreement, unless
otherwise indicated. All documents are dated as of November 15, 2006 unless
otherwise indicated.

                                   I.    PARTIES
                                         -------

A.    BORROWER - Radnet Management, Inc., a California corporation

B.    HOLDINGS - Primedex Health Systems, Inc., a New York corporation

C.    GUARANTORS - Holdings and the parties listed on Exhibit A (collectively
      with Borrower, the "Credit Parties")

D.    AGENT - General Electric Capital Corporation, a Delaware corporation, as
      agent

E.    FIRST LIEN LENDERS - GE Capital, CIT, Cratos, and Wachovia

F.    SECOND LIEN AGENT - General Electric Capital Corporation, a Delaware
      corporation, as agent

G.    GE CAPITAL - General Electric Capital Corporation, a Delaware corporation,
      in its individual capacity

                             II.    COUNSEL TO PARTIES
                                    ------------------

A.    L&W - Latham & Watkins LLP (Chicago and New York), counsel to Agent

B.    SMR&H - Sheppard, Mullin, Richter & Hampton, LLP, counsel to Credit
      Parties

                                   Annex C-3










  





  











  








                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY

--------------------------------------------------------------------------------
LOAN DOCUMENTS                                ---                    ---
--------------------------------------------------------------------------------
                                              L&W              Credit Parties/
1.  Credit Agreement                        #864989            Agent/Lenders
--------------------------------------------------------------------------------
ANNEXES TO CREDIT AGREEMENT                   ---                    ---
--------------------------------------------------------------------------------
                                              L&W
   (i)   Annex A - Definitions              #864989                  ---
--------------------------------------------------------------------------------
   (ii)  Annex B - Pro Rata Shares and        L&W                    ---
         Commitment Amounts                 #864989
--------------------------------------------------------------------------------
   (iii) Annex C - Closing Checklist          L&W                    ---
--------------------------------------------------------------------------------
   (iv)  Annex D - Pro Forma             Credit Parties              ---
--------------------------------------------------------------------------------
                                              L&W
   (v)   Annex E - Lender's Bank Accounts   #864989                  ---
--------------------------------------------------------------------------------
   (vi)  Annex F - Compliance and             L&W                    ---
         Excess Cash Flow Certificate       #864989
--------------------------------------------------------------------------------
EXHIBITS TO CREDIT AGREEMENT                  ---                    ---
--------------------------------------------------------------------------------
                                              L&W
   (i)   Exhibit 1.1(a) - Term Note B      #864989
--------------------------------------------------------------------------------
   (ii)  Exhibit 1.1(b)(i) - Revolving        L&W                    ---
         Note                               #864989
--------------------------------------------------------------------------------
   (iii) Exhibit 1.1(b)(ii) - Notice          L&W                    ---
         of Revolving Credit Advance        #864989
--------------------------------------------------------------------------------
                                              L&W                    ---
   (iv)  Exhibit 1.1(c) - Swing Line Note   #864989
--------------------------------------------------------------------------------
   (v)   Exhibit 1.1(d)- Request for          L&W                    ---
         Letter of Credit Issuance          #864989
--------------------------------------------------------------------------------
   (vi)  Exhibit 1.2(e) - Notice of           L&W                    ---
         Continuation/ Conversion           #864989
--------------------------------------------------------------------------------
   (vii)  Exhibit 6.2(d) - Borrowing       L&W/Agent                 ---
          Base Certificate
--------------------------------------------------------------------------------

                                   Annex C-4





  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

   (viii) Exhibit 8.1 - Assignment            L&W                    ---
           Agreement                        #864989
--------------------------------------------------------------------------------
DISCLOSURE SCHEDULES TO CREDIT AGREEMENT      ---                    ---
--------------------------------------------------------------------------------
   (i)   Schedule 3.1(a) - Jurisdictions    Credit Parties      Credit Parties
         of Organization and Qualification
--------------------------------------------------------------------------------
   (ii)  Schedule 3.1(b) - Capitalization   Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (iii) Schedule 3.7 - Use of Proceeds     Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (iv)  Schedule 3.10 - Intellectual       Credit Parties      Credit Parties
         Property
--------------------------------------------------------------------------------
   (v)   Schedule 3.11 - Investigations     Credit Parties      Credit Parties
         and Audits
--------------------------------------------------------------------------------
   (vi)  Schedule 3.12 - Employee Matters   Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (vii) Schedule 3.13 - Litigation         Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (viii) Schedule 3.14 - Real Estate       Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (ix)  Schedule 3.15- Environmental       Credit Parties      Credit Parties
         Matters
--------------------------------------------------------------------------------
   (x)   Schedule 3.16 - ERISA              Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (xi)  Schedule 3.17 - Deposit and        Credit Parties      Creidt Parties
         Disbursement Accounts
--------------------------------------------------------------------------------
   (xii) Schedule 3.18 - Agreements and     Credit Parties      Credit Parties
         Other Documents
--------------------------------------------------------------------------------
   (xiii) Schedule 3.19 - Insurance         Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (xiv) Schedule 3.22 - Health Care        Credit Parties      Credit Parties
         Matters
--------------------------------------------------------------------------------
   (xv)  Schedule 5.1 - Indebtedness        Credit Parties      Credit Parties
--------------------------------------------------------------------------------
   (xvi) Schedule 5.2 - Liens               Credit Parties      Credit Parties
--------------------------------------------------------------------------------

                                   Annex C-5










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------


   (xvii)  Schedule 5.3- Investments
--------------------------------------------------------------------------------
   (xviii) Schedule 5.4 - Contingent        Credit Parties      Credit Parties
           Obligations
--------------------------------------------------------------------------------
   (xix)  Schedule 5.6- Exception to
          Restrictions on Fundamental Changes
--------------------------------------------------------------------------------
   (xx)  Schedule 5.8 - Affiliate           Credit Parties      Credit Parties
         Transactions
--------------------------------------------------------------------------------
   (xxi) Schedule 5.9 - Business            Credit Parties      Credit Parties
         Description
--------------------------------------------------------------------------------
   (xxii) Schedule A- Inactive Subsidiaries
--------------------------------------------------------------------------------

2.  Intercreditor Agreement                 L&W      Credit Parties/ First Lien
                                          #867999    Agent/Second Lien Agent
--------------------------------------------------------------------------------
NOTES AND NOTICE OF BORROWING               ---                    ---
--------------------------------------------------------------------------------
3.  Term Notes B by Borrower to             L&W                   Borrower
   (i)    GE Capital
   (ii)   CIT
   (iii)  Cratos
   (iv)   Wachovia
--------------------------------------------------------------------------------
4.  Revolving Note by Borrower to           L&W                   Borrower
   (i)    GE Capital
   (ii)   CIT
   (iii)  Cratos
--------------------------------------------------------------------------------
5.  Swing Line Note by Borrower to GE       L&W                   Borrower
    Capital, as Swing Line Lender
--------------------------------------------------------------------------------
6.  Notice of Revolving Credit Advance    Credit Parties          Borrower
--------------------------------------------------------------------------------

                                   Annex C-6










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

CREDIT SUPPORT DOCUMENTS                      ---                    ---
--------------------------------------------------------------------------------
7.  Guaranty by Guarantors in favor           L&W                Guarantors/
    Agent                                   #867995                 Agent
--------------------------------------------------------------------------------
8.  Security Agreement by Credit              L&W                 Borrower/
    Parties in favor of Agent               #867972          Guarantors/Agent
--------------------------------------------------------------------------------
  (i)  Schedule I - Commercial Tort       Borrower/               Borrower/
       Claims                             Guarantors             Guarantors
--------------------------------------------------------------------------------
  (ii) Schedule II - Filing Jurisdiction  Borrower/               Borrower/
                                          Guarantors             Guarantors
--------------------------------------------------------------------------------
  (iii) Schedule III - Instruments,       Borrower/               Borrower/
        Chattel Paper and Letter of       Guarantors             Guarantors
        Credit Rights (listing
        information for Borrower and
        each Guarantor separately)
--------------------------------------------------------------------------------
  (iv)  Schedules IV-A and G - Offices,   Borrower/               Borrower/
        Locations of Collateral and       Guarantors             Guarantors
        Records concerning Collateral
        for Borrower and each Guarantor
        separately
--------------------------------------------------------------------------------
  (v)   Schedule V- Patents, Trademarks
        and Copyrights
--------------------------------------------------------------------------------
  (vi)  Schedule VI- Motor Vehicles
--------------------------------------------------------------------------------
  (vii) Exhibit A - Power of Attorney         L&W                    ---
--------------------------------------------------------------------------------
9.  Powers of Attorney from each of the       ---                    ---
    following (each notarized):
                                              L&W
    (i)    Borrower                         #867862               Borrower
                                              L&W
    (ii)   Holdings                         #867862               Holdings
    (iii)  Each Guarantor listed on           L&W
           Exhibit A                        #867862               Guarantors
--------------------------------------------------------------------------------

                                   Annex C-7










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

10.  Pledge Agreement by Holdings,           L&W                 Holdings/Agent
     Borrower, and other Guarantors in      #867935
     favor of Agent
-----------------------------------------------------------------------------
   (i)   Schedule I - Pledged Stock and  Credit Parties         Credit Parties
         Notes
-----------------------------------------------------------------------------
   (ii)  Schedule II - Pledge Amendment  Credit Parties         Credit Parties
-----------------------------------------------------------------------------
   (iii) Stock certificates in the       Credit Parties         Credit Parties
         following entities representing
         the following percentage of
         equity ownership:
         -Borrower (100%)
         - RadNet Sub (100%)
         - SoCal (100%)
         - Diagnostic Imaging (100%)
         - RadNet Mgmt I (100%)
         - RadNet Mgmt II (100%)
         - Radnet Imaging (100%)
         - Radiologix (100%)
         - Advanced Imaging (100%)
         - Ide (100%)
         - Mid Rockland (100%)
         - Pacific (100%)
         - Questar Imaging (100%)
         - Treasure Coast (100%)
         - Community (100%)
         - RNM (100%)
         - Valley (100%)
         - Questar Duluth (100%)
         - Questar Alamitos (100%)
         - Questar Victorville (100%)
-----------------------------------------------------------------------------
   (iv)  Stock powers to each of the     Credit Parties         Credit Parties
         above stock certificates
         executed in blank
----------------------------------------------------------------------------
11.  Trademark Security Agreement by         L&W                Borrower/Agent
     Borrower in favor of Agent           #867888
----------------------------------------------------------------------------
   (i)  Schedule I                       Credit Parties         Credit Parties
----------------------------------------------------------------------------

                                   Annex C-8










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

12.  Trademark Security Agreement by           L&W             Borrower/Agent
     Radiologix in favor of Agent             #892496
--------------------------------------------------------------------------------
    (i)  Schedule 1                       Credit Parties       Credit Parties
--------------------------------------------------------------------------------
13.  Trademark Security Agreement by           L&W             Holdings/Agent
     Holdings in favor of Agent               #892506
--------------------------------------------------------------------------------
    (i)  Schedule 1                       Credit Parties        Credit Parties
--------------------------------------------------------------------------------
14.  Master Intercompany Subordinated          L&W              Credit Parties
     Note                                    #867952
--------------------------------------------------------------------------------
     (i)  Endorsement to Agent                 L&W              Credit Parties
--------------------------------------------------------------------------------
LETTER OF CREDIT DOCUMENTS                     ---                    ---
--------------------------------------------------------------------------------
15.  Master Agreement for Standby              L&W              Borrower/Agent
     Letters of Credit                       #867924
--------------------------------------------------------------------------------
16.  Master Agreement for Documentary          L&W              Borrower/Agent
     Letters of Credit                       #867892
--------------------------------------------------------------------------------
FILINGS AND SEARCHES (PERSONAL PROPERTY)       ---                    ---
--------------------------------------------------------------------------------
17.  UCC searches in each of the locations     ---                    ---
     identified on Exhibit B attached hereto
--------------------------------------------------------------------------------
18.  UCC financing statements naming           ---                    ---
     General Electric Capital Corporation,
     as Agent, as Secured Party, and each
     of the following Credit Parties, as
     Debtors, filed in the jurisdictions
     indicated below:
--------------------------------------------------------------------------------
     (i)  Borrower (Secretary of State         L&W                    ---
          of California)
--------------------------------------------------------------------------------
     (ii)  Holdings (Secretary of State        L&W                    ---
           of New York)
--------------------------------------------------------------------------------
     (iii) Beverly III (Secretary of           L&W                    ---
           State of California)
--------------------------------------------------------------------------------
     (iv)  Beverly Inc. (Secretary of          L&W                    ---
           State of California)
--------------------------------------------------------------------------------

                                   Annex C-9










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

     (v)   ProNet Imaging (Secretary of        L&W                    ---
           State of California)
--------------------------------------------------------------------------------
     (vi)  RadNet Sub (Secretary of            L&W                    ---
           State of California)
--------------------------------------------------------------------------------
     (vii) SoCal (Secretary of State           L&W                    ---
           of California)
--------------------------------------------------------------------------------
     (viii) RadNet Mgmt I (Secretary of        L&W                    ---
            State of California)
--------------------------------------------------------------------------------
     (ix)  RadNet Mgmt II (Secretary of        L&W                    ---
           State of California
--------------------------------------------------------------------------------
     (x)   RadNet Imaging (Secretary of        L&W                    ---
           State of California)
--------------------------------------------------------------------------------
    (xi)  Diagnostic Imaging (Secretary        L&W                    ---
          of State of Delaware)
--------------------------------------------------------------------------------
    (xii) Radiologix (Secretary of State       L&W                    ---
          of Delaware)
--------------------------------------------------------------------------------
    (xiii) Advanced Imaging (Secretary of      L&W                    ---
           State of Delaware)
--------------------------------------------------------------------------------
    (xiv)  Ide (Secretary of State of          L&W                    ---
           Delaware)
--------------------------------------------------------------------------------
    (xv)  Mid Rockland (Secretary of State     L&W                    ---
          of Delaware)
--------------------------------------------------------------------------------
    (xvi) Pacific (Secretary of State          L&W                    ---
          of California)
--------------------------------------------------------------------------------
    (xvii) Questar Imaging (Secretary          L&W                    ---
           of State of Florida)
--------------------------------------------------------------------------------
    (xviii) Treasure Coast (Secretary          L&W                    ---
            of State of Delaware)
--------------------------------------------------------------------------------
    (xix)  Community (Secretary of State       L&W                    ---
           of Delaware)
--------------------------------------------------------------------------------

                                   Annex C-10










  





  











  







                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

    (xx)  RNM (Secretary of State of           L&W                    ---
          Delaware)
--------------------------------------------------------------------------------
    (xxi) Valley (Secretary of State           L&W                    ---
          of California)
--------------------------------------------------------------------------------
    (xxii) Questar Duluth (Secretary of        L&W                    ---
           State of Florida)
--------------------------------------------------------------------------------
    (xxiii) Questar Alamitos (Secretary        L&W                    ---
            of State of Florida)
--------------------------------------------------------------------------------
    (xxiv) Questar Victorville (Secretary      L&W                    ---
           of State of Florida)
--------------------------------------------------------------------------------
    (xxv)  Rocky Mountain (Secretary of        L&W                    ---
           State of Colorado)
--------------------------------------------------------------------------------
    (xxvi) FRI (Secretary of State of          L&W                    ---
           California)
--------------------------------------------------------------------------------
    (xxvii) Radnet, Inc. (Secretary of         L&W                    ---
            State of New York)
--------------------------------------------------------------------------------
CASH MANAGEMENT                                ---                    ---
--------------------------------------------------------------------------------
19.  Blocked Account Control Agreement         L&W           City National Bank/
     among Agent, Second Lien Agent,         #891577           Borrower/Agent/
     Borrower and City National Bank                          Second Lien Agent
--------------------------------------------------------------------------------
20.  Blocked Account Control Agreement         L&W           City National Bank/
     among Agent, Second Lien Agent,         #891580           Holdings/Agent/
     Holdings and City National Bank                          Second Lien Agent




--------------------------------------------------------------------------------
21.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
     among First Lien Agent, Second Lien     #889225         Radiologix/Agent
     Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
     Bank
--------------------------------------------------------------------------------
22.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
     among First Lien Agent, Second Lien     #889224         Radiologix/Agent
     Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
     Bank
--------------------------------------------------------------------------------

                                   Annex C-11





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

23.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
     among First Lien Agent, Second Lien     #889223         Radiologix/Agent
     Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
     Bank
--------------------------------------------------------------------------------
24.  Blocked Account Control Agreement         L&W       Mercantile Safe Deposit
     among First Lien Agent, Second Lien     #890302      & Trust Co./Advanced/
     Agent, Advanced and Mercantile Safe                 Agent/Second Lien Agent
     Deposit & Trust Co.
--------------------------------------------------------------------------------
25.  Blocked Account Control Agreement         L&W          M&T Bank/ Advanced
     among First Lien Agent, Second Lien     #890100        Agent/Second Lien
     Agent, Advanced and M&T Bank                                Agent
--------------------------------------------------------------------------------
26.  Blocked Account Control Agreement         L&W           M&T Bank/ Agent
     among First Lien Agent, Second Lien     #890120          Second Lien Agent
     Agent, Ide and M&T Bank
--------------------------------------------------------------------------------
27.  Blocked Account Control Agreement         L&W           Bank of New York/
     among First Lien Agent, Second Lien     #890119         Mid Rockland/Agent/
     Agent, Mid Rockland and Bank of New                     Second Lien Agent
     York
--------------------------------------------------------------------------------
28.  Blocked Account Control Agreement         L&W        Commerce Bank & Trust/
     among First Lien Agent, Second Lien     #890234        RNM/Agent/Second
     Agent, RNM and Commerce Bank & Trust                      Lien Agent
--------------------------------------------------------------------------------
29.  Blocked Account Control Agreement         L&W     Union Bank of California/
     among First Lien Agent, Second Lien     #890124     Pacific/Agent/Second
     Agent, Pacific and Union Bank of                          Lien Agent
     California
--------------------------------------------------------------------------------
30.  Blocked Account Control Agreement         L&W          M&T Bank/Community/
     among First Lien Agent, Second Lien     #890112        Agent/Second Lien
     Agent, Community and M&T Bank                                Agent
--------------------------------------------------------------------------------

                                   Annex C-12





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

31.  Blocked Account Control Agreement         L&W              Bank of America/
     among First Lien Agent, Second Lien     #890177            Treasure/Agent/
     Agent, Treasure and Bank of America                       Second Lien Agent
--------------------------------------------------------------------------------
32.  Blocked Account Control Agreement         L&W              Bank of America/
     among First Lien Agent, Second Lien     #890570             Questar/Agent/
     Agent, Questar and Bank of America                        Second Lien Agent
--------------------------------------------------------------------------------
33.  Blocked Account Control Agreement         L&W              Bank of America/
     among First Lien Agent, Second Lien     #890632       Questar/subsidiaries/
     agent, Questar's Subsidiaries and                       Agent/Second Lien
     Bank of America                                 Agent
--------------------------------------------------------------------------------
34.  Blocked Account Control Agreement         L&W             Bank of America/
     among First Lien Agent, Second Lien     #891073            Questar/Agent
     Agent, Questar and JPMorgan                      Second Lien Agent
--------------------------------------------------------------------------------
35.  Blocked Account Control Agreement         L&W         Vectra/Rock Mountain/
     among First Lien Agent, Second Lien     #891075        Agent/ Second Lien
     Agent, Rocky Mountain and Vectra                               Agents
     Private Bank
--------------------------------------------------------------------------------
36.  Blocked Account Control Agreement         L&W        Coamerica Bank/Valley/
     among First Lien Agent, Second Lien    [Bank's form]     Agent/Second
     Agent, Valley and Coamerica Bank                          Lien Agent
--------------------------------------------------------------------------------
OTHER COLLATERAL DOCUMENTS                    ---
--------------------------------------------------------------------------------
37.  Landlord Waivers re following            ---                   ---
     leased locations:
--------------------------------------------------------------------------------
     (i)  1510 and 1516 Cotner Avenue,         L&W            Borrower/Landlord/
          Los Angeles, CA                    #891342            Agent/ Second
                                                                 Lien Agent
--------------------------------------------------------------------------------
     (ii) Radiologix corporate                 L&W          Radiologix/Landlord/
          headquarters                       #890002     Agent/Second Lien Agent
--------------------------------------------------------------------------------

                                   Annex C-13





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

CORPORATE AND ORGANIZATIONAL DOCUMENTS        ---
--------------------------------------------------------------------------------
38.  Certificate from secretary or           Borrower               Borrower
     assistant secretary of Borrower
     certifying to (a) Borrower's
     certificate of incorporation and
     all amendments thereto, certified
     by the secretary of the state of
     incorporation, (b) Borrower's by-laws
     and all amendments thereto, (c) the
     resolutions of Borrower's board of
     directors and (d) the incumbency and
     signatures of the officers or
     representatives executing the Credit
     Agreement and the other Loan Documents
--------------------------------------------------------------------------------
39.  Certificate from secretary or           Holdings               Holdings
     assistant secretary of Holdings
     certifying to (a) Holdings' certificate
     of incorporation and all amendments
     thereto, certified by the secretary of
     the state of formation, (b) Holding's
     by-laws and all amendments thereto,
     (c) the resolutions of such Holding's
     board of directors and (d) the
     incumbency and signatures of the
     officers or representatives executing
     the Credit Agreement and the other Loan
     Documents
--------------------------------------------------------------------------------
40.  Certificate from secretary or           Guarantors              Guarantors
     assistant secretary of each Guarantor
     listed on Exhibit A certifying to (a)
     such Guarantor's certificate of
     incorporation or formation and all
     amendments thereto, certified by the
     secretary of the state of incorporation
     or formation, (b) such Guarantor's
     by-laws, operating agreement, partnership
     agreement as applicable and all
     amendments thereto, (c) the resolutions
     of such Credit Party's board of
     members/directors or partners and (d) the
     incumbency and signatures of the
     officers or representatives executing
    the Credit Agreement and the other
    Loan Documents
--------------------------------------------------------------------------------

                                   Annex C-14





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------


41.  Certificates of good standing,      Credit Parties          Credit Parties
     foreign qualification to do business
     (or foreign equivalent thereof) of
     each Credit Party from the secretary
     of state indicated on Exhibit C.
--------------------------------------------------------------------------------
42.  Officer's Certificate of the Chief  Credit Parties          Credit Parties
     Executive Officer and Chief Financial
     Officer of each Credit Party, dated
     the Closing Date confirming that the
     Credit Parties have obtained all
     required consents and approvals of all
     Persons including all requisite
     Governmental Authorities (all of which
     consents and approvals shall be final
     and non-appealable), to the execution,
     delivery and performance of the Loan
     Agreement and the other Loan Documents
     and the consummation of the Related
     Transactions
--------------------------------------------------------------------------------
43.  Solvency Certificate of the Chief    Credit Parties          Credit Parties
     Executive Officer and/or the Chief
     Financial Officer of each Credit Party,
     to the effect that based on Pro Forma
     and Projections certifying that both
     before and after giving effect to (1)
     the Loans and Letter of Credit Obligations
     to be made or incurred on the Closing
     Date, (2) the disbursement of the proceeds
     of such Loans pursuant to the instructions
     of Borrower, (3) the consummation of the
     other Related Transactions, and (4) the
     payment and accrual of all transaction costs
     in connection with the foregoing, each
     Credit Party is and will be Solvent
--------------------------------------------------------------------------------
44.  Certificate certifying the following  Credit Parties        Credit Parties
     documents: Management Agreement,
     Second Lien Loan Documents, Merger
     Agreement, the Employment Agreements
     with each of Dr. Howard Berger,
     Norman Hames and Mark Stolper and the
     consent agreement executed by Beverly
     Radiology Medical Group, Inc. and
     ProNet Imaging Medical Group, Inc. and
     each Partnership Agreement of the Credit
     Parties' Subsidiaries and Merger
     Agreement, Certificate of Merger and
     certification of shareholder vote for
     both Primedex and Radiologix
--------------------------------------------------------------------------------

                                   Annex C-15





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

OPINIONS OF COUNSEL                           ---
--------------------------------------------------------------------------------
45.  Opinion of In House counsel:       In House counsel        In House counsel
     (i)   Radnet
     (ii)  Radiologix
--------------------------------------------------------------------------------
46.  Opinion of SMR&H                        SMR&H                    SMR&H
--------------------------------------------------------------------------------
FINANCIAL INFORMATION AND BORROWING           ---                      ---
BASE CERTIFICATE
--------------------------------------------------------------------------------
47.  Consolidated balance sheets at      Credit Parties          Credit Parties
     October 31, 2005 and the related
     statement of income of Holdings and
     its subsidiaries (except for
     Radiologix and its subsidiaries) for
     the Fiscal Year then ended, audited
     by Moss Adams LLP; consolidated
     balance sheet at September 30, 2006
     and the related statement of income
     of Holdings and its Subsidiaries
     (except for Radiologix and its
     Subsidiaries) for the nine (9) months
     then ended; consolidated balance sheet
     at December 31, 2005 and the related
     statement of income of Radiologix and
     its subsidiaries for the Fiscal Year
     then ended, audited by Ernst & Young LLP;
     and consolidated balance sheet at
     September 30, 2006 and the related
     statement of income of Radiologix and
     its subsidiaries for the nine (9) months
     then ended
--------------------------------------------------------------------------------
48.  Projections                         Credit Parties         Credit Parties
--------------------------------------------------------------------------------
49.  Initial Borrowing Base Certificate  Credit Parties             Borrower
--------------------------------------------------------------------------------

                                   Annex C-16





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

INSURANCE                                     ---
--------------------------------------------------------------------------------
50.  Certificate(s) of Insurance                                Credit Parties
     together with loss payable
     endorsements designating Agent as
     loss payee and additional insured
     endorsements designating Agent and
     Lenders as additional insured and
     certified copies of all insurance
     policies
--------------------------------------------------------------------------------
TERMINATION OF FINANCINGS                     ---                    ---
--------------------------------------------------------------------------------
51.  Payoff Letters from GE Capital      Credit Parties/         Credit Parties/
     covering                              GE Capital              GE Capital
     i.   First Lien
     ii.  Second Lien
     iii. Radiologix Amended and
          Restated Credit Agreement
          date as of December 31, 2003
--------------------------------------------------------------------------------
52.  Termination Notices for existing         L&W                Credit Parties/
     account control agreements                                   Agent/Banks
--------------------------------------------------------------------------------
53.  Defeasance Documents (and other     Credit Parties          Credit Parties
     relevant documents) relating to the
     Radiologix Indenture dated December
     12, 2001 including Security Agreement,
     Escrow Agreement, Officer's
     certificate Board Resolutions and
     Legal/Tax/Verification Opinions
--------------------------------------------------------------------------------
54.  Document relating to the payoff of  Credit Parties          Credit Parties
     Primedex's Subordinated Debentures
     due 2008 including: (i) Notice of
     Redemptions, (ii) Paying agent's
     agreement and (iii) resolutions
     authorizing redemption
--------------------------------------------------------------------------------
55.  Payoff Letter relating to           Credit Parties          Credit Parties
     Radiologix's Junior Convertible
     Note
--------------------------------------------------------------------------------
56.  UCC termination statements          Credit Parties          Credit Parties
     terminating all liens listed on
     Exhibit D hereto
--------------------------------------------------------------------------------

                                   Annex C-17





  





  











  












                                            DRAFTING/
                                           PREPARATION
                                          RESPONSIBILITY          DELIVERED/
ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
--------------------------------------------------------------------------------

MISCELLANEOUS CLOSING DOCUMENTS               ---
--------------------------------------------------------------------------------
57.  Letter of Direction/Flow of Funds   Credit Parties          Credit Parties
                                            #867856
--------------------------------------------------------------------------------
58.  GE Capital Fee Letter                    L&W                Borrower/Agent
--------------------------------------------------------------------------------
59.  Completed W-9 from each of          Credit Parties          Credit Parties
     the following entities receiving
     a wire from GECC
--------------------------------------------------------------------------------
60.  Appointment of Parasec as agent     Credit Parties          Credit Parties
     for service of process in New York
     together with evidence that fees
     have been paid through the term of
     the Credit Agreement
--------------------------------------------------------------------------------
61.  Closing Officer's Certificate       Credit Parties          Credit Parties
--------------------------------------------------------------------------------
62.  Post Closing Agreement                    L&W         Credit Parties/ Agent
--------------------------------------------------------------------------------

                                   Annex C-18










  





  











  







                                   EXHIBIT A
                                   ---------

                                   GUARANTORS


1.    Beverly Radiology Medical Group, III, a California general partnership
      ("BEVERLY III")
2.    RadNet Sub, Inc., a California corporation ("RADNET SUB")
3.    SoCal MR Site Management, Inc., a California corporation ("SOCAL")
4.    RadNet Management I, Inc., a California corporation ("RADNET MGMT I")
5.    RadNet Management II, Inc., a California corporation ("RADNET MGMT II")
6.    RadNet Managed Imaging Services, Inc., a California corporation ("RADNET
      IMAGING")
7.    Diagnostic Imaging Services, Inc., a Delaware corporation ("DIAGNOSTIC
      IMAGING")
8.    ProNet Imaging Medical Group, Inc., a California corporation ("PRONET
      IMAGING")
9.    Beverly Radiology Medical Group, Inc., a California corporation ("BEVERLY
      INC.")
10.   Radiologix, Inc., a Delaware corporation ("RADIOLOGIX")
11.   Advanced Imaging Partners, Inc., a Delaware corporation ("ADVANCED
      IMAGING")
12.   Ide Imaging Partners, Inc., a Delaware corporation ("IDE")
13.   Mid Rockland Imaging Partners, Inc., a Delaware corporation ("MID
      ROCKLAND")
14.   Pacific Imaging Partners, Inc.,  a California corporation ("PACIFIC")
15.   Questar Imaging, Inc., a Florida corporation ("QUESTAR IMAGING")
16.   Treasure Coast Imaging Partners, Inc., a Delaware corporation ("TREASURE
      COAST")
17.   Community Imaging Partners, Inc., a Delaware corporation ("COMMUNITY")
18.   Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware
      corporation ("RNM")
19.   Valley Imaging Partners, Inc., a California corporation ("VALLEY")
20.   Questar Duluth, Inc., a Florida corporation ("QUESTAR DULUTH")
21.   Questar Los Alamitos, Inc., a Florida corporation ("QUESTAR ALAMITOS")
22.   Questar Victorville, Inc., a Florida corporation ("QUESTAR VICTORVILLE")
23.   Rocky Mountain OpenScan MRI, LLC, a Colorado limited liability company
      ("ROCKY MOUNTAIN")
24.   FRI, Inc., a California corporation ("FRI")



                                   Annex C-19










  





  











  







                                   EXHIBIT B
                                   ---------

                                  UCC SEARCHES


Entity Name searched        Jurisdiction Searched     Type of Search Ordered
--------------------------------------------------------------------------------
RadNet Management, Inc.     California SOS            UCC, tax lien and judgment
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
Primedex Health Systems, Inc.   New York SOS          UCC and federal tax lien
--------------------------------------------------------------------------------
                            California Secretary of   UCC, tax lien and judgment
                            State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
Beverly Radiology Medical   California Secretary      UCC, tax lien and judgment
Group III                   of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
RadNet Sub, Inc.            California Secretary of   UCC, tax lien and
                            State                     judgment
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
SoCal MR Site Management,   California Secretary      UCC, tax lien and judgment
Inc.                        of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                            pending suit
--------------------------------------------------------------------------------
RadNet Management I, Inc.   California Secretary      UCC, tax lien and judgment
                            of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
RadNet Management II, Inc.  California Secretary      UCC, tax lien and judgment
                            of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
Diagnostic Imaging          California Secretary      UCC, tax lien and judgment
Services, Inc.              of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
                            Delaware Secretary        UCC and federal tax lien
                            of State
--------------------------------------------------------------------------------
RadNet Managed Imaging      California Secretary      UCC, tax lien and judgment
Services, Inc.              of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
ProNet Imaging Medical      California Secretary      UCC, tax lien and judgment
Group, Inc.                 of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------

                                   Annex C-20










  





  











  







 --------------------------------------------------------------------------------
Beverly Radiology Medical   California Secretary      UCC, tax lien and judgment
Group, Inc.                 of State
--------------------------------------------------------------------------------
                            Los Angeles County, CA    Tax lien, judgment and
                                                      pending suit
--------------------------------------------------------------------------------
Radiologix, Inc.            Delaware Secretary of     UCC, tax lien and judgment
                            State
--------------------------------------------------------------------------------
Advanced Imaging Partners,  Delaware Secretary of     UCC and tax lien
Inc.                        State
--------------------------------------------------------------------------------
                            Maryland Secretary of     UCC and tax lien
                            State
--------------------------------------------------------------------------------
Community Imaging Partners, Delaware Secretary of     UCC and tax lien
Inc.                        State
--------------------------------------------------------------------------------
                            Maryland Secretary of     UCC and tax lien
                            State
--------------------------------------------------------------------------------
Ide Imaging Partners, Inc.  Delaware Secretary of     UCC and tax lien
                            State
--------------------------------------------------------------------------------
Mid Rockland Imaging        Delaware Secretary of     UCC and tax lien
Partners, Inc.              State
--------------------------------------------------------------------------------
                            New York Secretary of     UCC and tax lien
                            State
--------------------------------------------------------------------------------
Pacific Imaging Partners,   California Secretary      UCC, tax lien, and
Inc.                        of State                  judgment
--------------------------------------------------------------------------------
Questar Duluth, Inc.        Minnesota Secretary       UCC and tax lien
                            of State
--------------------------------------------------------------------------------
                            Florida Secretary of      UCC and tax lien
                            State
--------------------------------------------------------------------------------
Questar Los Alamitos, Inc   Florida Secretary of      UCC and tax lien
                            State
--------------------------------------------------------------------------------
                            California Secretary      UCC, tax lien, and
                            of State                  judgment
--------------------------------------------------------------------------------
Questar Victorville, Inc.   Florida Secretary of      UCC and tax lien
                            State
--------------------------------------------------------------------------------
                            California Secretary of   UCC, tax lien, and
                            State                     judgment
--------------------------------------------------------------------------------
Radiology & Nuclear         Delaware Secretary of     UCC and tax lien
Medicine Imaging Partners,  State
Inc.
--------------------------------------------------------------------------------
                            Kansas Secretary of State UCC and tax lien
--------------------------------------------------------------------------------
Rocky Mountain OpenScan     Colorado Secretary of     UCC and tax lien
MRI, LLC                    State
--------------------------------------------------------------------------------
Treasure Coast Imaging      Delaware Secretary of     UCC and tax lien
Partners, Inc.              State
--------------------------------------------------------------------------------
                            Florida Secretary of      UCC and tax lien
                            State
--------------------------------------------------------------------------------
Questar Imaging, Inc.       Florida Secretary of      UCC, tax lien, and
                            State                     judgment
--------------------------------------------------------------------------------
M&S Imaging Partners I,     Delaware Secretary of     UCC, tax lien, and
Inc.                        State                     judgment
--------------------------------------------------------------------------------
M&S Imaging Investments,    Delaware Secretary of     UCC, tax lien, and
Inc.                        State                     judgement
--------------------------------------------------------------------------------
Radnet, Inc.                Delaware Secretary of     UCC, tax lien and judgment
                            State
--------------------------------------------------------------------------------

                                   Annex C-21










  





  











  







                                   EXHIBIT C
                                   ---------

      GOOD STANDING CERTIFICATES AND FOREIGN QUALIFICATION TO DO BUSINESS


ENTITY                                     JURISDICTIONS            STATUS
--------------------------------------------------------------------------------
RadNet Management, Inc.                     California             Received
Primedex Health Systems, Inc.               New York               Received
                                            California             Received
Beverly Radiology Medical Group, III        California               n/a/
Beverly Radiology Medical Group, Inc.       California             Received
ProNet Imaging Medical Group, Inc.          California             Received
RadNet Sub, Inc.                            California             Received
SoCal MR Site Management, Inc.              California             Received
RadNet Management I, Inc.                   California             Received
RadNet Management II, Inc.                  California             Received
RadNet Managed Imaging Services, Inc.       California             Received
Diagnostic Imaging Services, Inc.           Delaware               Received
                                            California             Received
Radiologix, Inc.                            Delaware               Received
                                            California             Received
                                            Florida                Received
                                            Kansas                 Received
                                            Pennsylvania           Received
                                            Texas                  Received
Advanced Imaging Partners, Inc.             Delaware               Received
                                            Maryland               Received
Ide Imaging Partners, Inc.                  Delaware               Received
                                            New York               Received
Mid Rockland Imaging Partners, Inc.         Delaware               Received
                                            New York               Received
Pacific Imaging Partners, Inc.              California             Received
Questar Imaging, Inc.                       Florida                Received
                                            Colorado               Received
Treasure Coast Imaging Partners, Inc.       Delaware               Received
                                            Florida                Received
Community Imaging Partners, Inc.            Delaware               Received
                                            Maryland               Received
Radiology and Nuclear Medicine Imaging      Delaware               Received
  Partners, Inc.                            Kansas                 Received



                                   Annex C-22










  





  











  







 Valley Imaging Partners, Inc.               California             Received
Questar Duluth, Inc.                        Florida                Received
                                            Minnesota              Received
Questar Los Alamitos, Inc.                  Florida                Received
                                            California             Received
Questar Victorville, Inc.                   Florida                Received
                                            California             Received
Rocky Mountain OpenScan MRI, LLC            Colorado               Received
FRI, Inc.                                   California             Received

                                   Annex C-23










  





  











  







                                   EXHIBIT D
                                   ---------

                                UCC TERMINATIONS


                                   AMENDMENTS

                                                                   FILE NO./
DEBTOR                   JURISDICTION          SECURED PARTY       FILE DATE
--------------------------------------------------------------------------------
Questar Duluth, Inc.     Florida Secured       U.S. Bank Trust     #200406228661
                         Transaction Registry  NA as Custodian     02/24/2004
                                               or Trustee

Questar Duluth, Inc.     Florida Secured       U.S. Bank Trust     #20040622867X
                         Transaction Registry  NA as Custodian     02/24/2004
                                               or Trustee

Questar Los Alamitos,    Florida Secured       U.S. Bank Trust     #200200779409
Inc.                     Transaction Registry  NA as Custodian     04/02/2002
                                               or Trustee

Questar Los Alamitos,    Florida Secured       U.S. Bank Trust     #200407119807
Inc.                     Transaction Registry  NA as Custodian     06/08/2004

Questar Victorville,     Florida Secured       U.S. Bank Trust     #200407720614
Inc.                     Transaction Registry  NA as Custodian     08/23/2004


                                   Annex C-24





  





  











  












                                    ANNEX D
                                       to
                                CREDIT AGREEMENT
                                ----------------

                                   PRO FORMA

                                   Annex D-1





  





  











  













                                        PRIMEDEX HEALTH SYSTEMS, INC.
                        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                 FOR THE TWELVE MONTHS ENDED OCTOBER 31, 2005
                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                  For the          For the
                                                                  Twelve           Twelve
                                                                Months Ended    Months Ended
                                                                 October 31,     December 31,
                                                                     2005           2005          Pro Forma            Pro Forma
                                                                   Primedex       Radiologix      Adjustments           Combined
                                                                 ------------    ------------    ------------          ------------
Service fee revenue                                              $    145,573    $    251,440    $       (409)   N     $    396,604
Cost of operations:
   Cost of services                                                   109,012         160,898          16,687    O          286,597
   Equipment leases                                                        --          13,035             166    P           13,201
   Provision for doubtful accounts                                      4,929          19,033              --                23,962
   Depreciation and amortization                                       17,101          23,430           1,834    Q           42,365
   Gain on disposal of equipment, net                                     696              --              19    R              715
                                                                 ------------    ------------    ------------          ------------
     Gross profit                                                      13,835          35,044         (19,115)               29,764
Corporate general and administrative                                       --          16,872         (16,872)   S               --
Impairment of goodwill, intangible and long-lived assets                   --           2,241              --                 2,241
Interest expense, net, including amortization of deferred
  financing costs                                                      17,493          18,295           3,999    T           39,787
Other expense (income), net                                              (523)            670              --                   147
                                                                 ------------    ------------    ------------          ------------
Loss before equity in earnings of unconsolidated affiliates,
  minority interests in consolidated subsidiaries, income
  taxes and discontinued operations                                    (3,135)         (3,034)         (6,242)              (12,411)
Equity in earnings of unconsolidated affiliates                            --           3,928              --                 3,928
Minority interests in income of consolidated subsidiaries                  --            (632)             --                  (632)
                                                                 ------------    ------------    ------------          ------------
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS           (3,135)            262          (6,242)               (9,115)
Income tax expense                                                         --             662              --                   662
                                                                 ------------    ------------    ------------          ------------
LOSS FROM CONTINUING OPERATIONS                                  $     (3,135)   $       (400)   $     (6,242)         $     (9,777)
                                                                 ============    ============    ============          ============
LOSS PER COMMON SHARE:
   Loss from continuing operations-basic                         $      (0.08)   $       (0.02)                        $      (0.15)
   Loss from continuing operations-diluted                       $      (0.08)   $       (0.02)                        $      (0.15)
WEIGHTED AVERAGE SHARES OUTSTANDING:
   Basic                                                           41,207,909       22,067,445        554,477    M       63,829,831
   Diluted                                                         41,207,909       22,067,445        554,477    M       63,829,831

                                   Annex D-2










  





  











  







                         PRIMEDEX HEALTH SYSTEMS, INC.
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                    FOR THE NINE MONTHS ENDED JULY 31, 2006
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                For the Nine     For the Nine
                                                                 Months Ended    Months Ended
                                                                July 31, 2006    June 30, 2006    Pro Forma            Pro Forma
                                                                   Primedex     Radiologix(1)    Adjustments           Combined
                                                                 ------------    ------------    ------------          ------------

Service fee revenue                                              $    118,462    $   192,366     $       (307)   N     $    310,521
Cost of operations:
  Cost of services                                                     88,701        121,308           12,667    O          222,676
  Equipment leases                                                         --         11,095              174    P           11,269
  Provision for doubtful accounts                                       4,739         16,273               --                21,012
  Depreciation and amortization                                        12,175         18,021            1,374    Q           31,570
  Loss (gain) on disposal of equipment, net                               210             --               --                   210
                                                                 ------------    ------------    ------------          ------------
     Gross profit                                                      12,637          25,669         (14,522)               23,784

Severance and other related costs                                          --             670              --                   670
Corporate general and administrative                                       --          12,841         (12,841)   S               --
Impairment of goodwill, intangible and long-lived assets                   --           2,241              --                 2,241
Interest expense, net, including amortization of deferred
  financing costs                                                      14,386          13,296           2,154    T           29,836
Loss (gain) on debt extinguishment                                      2,097              --              --                 2,097
Other expense (income), net                                               788              --              --                   788
                                                                 ------------    ------------    ------------          ------------
Income (loss) before equity in earnings of unconsolidated
  affiliates, minority interests in consolidated subsidiaries,
  income taxes and discontinued operations                             (4,634)         (3,379)         (3,835)              (11,848)
Equity in earnings of unconsolidated affiliates                            61           3,110              --                 3,171
Minority interests in income of consolidated subsidiaries                  --            (523)             --                  (523)
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS                    (4,573)           (792)         (3,835)               (9,200)
Income tax expense                                                         --             388              --                   388
                                                                 ------------    ------------    ------------          ------------
LOSS FROM CONTINUING OPERATIONS                                  $     (4,573)   $     (1,180)   $     (3,835)         $     (9,588)
                                                                 ============    ============    ============          ============
LOSS PER COMMON SHARE:
  Loss from continuing operations-basic                          $      (0.11)   $      (0.05)                         $      (0.15)
  Loss from continuing operations-diluted                        $      (0.11)   $      (0.05)                         $      (0.15)
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                                            41,663,841      22,242,417         379,505    M       64,285,763
  Diluted                                                          41,663,841      22,242,417         379,505    M       64,285,763

_______________
(1) The financial statements of Radiologix, Inc. for the interim period were derived by adding the three months ended December 31,
    2005, to Radiologix's six months ended June 30, 2006. The nine months ended June 30, 2006, includes the three-month period ended
    December 31, 2005, which also was included in the pro forma income statement for the year ended December 31, 2005. Summarized
    operating information about the duplicated quarter is as follows:










  





  











  







 Service fee revenue                                                $     62,120
Cost of operations:
  Cost of services                                                       40,060
  Equipment leases                                                        3,453
  Provision for doubtful accounts                                         5,386
  Depreciation and amortization                                           5,997
                                                                   ------------
     Gross profit                                                         7,224

Severance and other related costs                                           670
Corporate general and administrative                                      3,677
Impairment of goodwill, intangible and long-lived assets                  2,241
Interest expense, net, including amortization of deferred
  financing costs                                                         4,493
                                                                   ------------
Loss before equity in earnings of unconsolidated affiliates,
  minority interests in consolidated subsidiaries, income taxes
  and discontinued operations                                            (3,857)

Equity in earnings of unconsolidated affiliates                           1,040
Minority interests in income of consolidated subsidiaries                  (145)
                                                                   ------------
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS                      (2,962)
Income tax expense                                                          218
                                                                   ------------
LOSS FROM CONTINUING OPERATIONS                                    $     (3,180)
                                                                   ============

LOSS PER COMMON SHARE:
  Loss from continuing operations-basic                                   (0.14)
  Loss from continuing operations-diluted                                 (0.14)
                                                                   ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                                              22,242,417
  Diluted                                                            22,242,417



                                   Annex D-3










  





  











  







                                             PRIMEDEX HEALTH SYSTEMS, INC.
                                  UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                                     JULY 31, 2006
                                                     (IN THOUSANDS)


                                                                  Primedex       Radiologix       Pro Forma            Pro Forma
                                                                July 31, 2006   June 30, 2006    Adjustments            Combined
                                                                -------------   -------------   -------------         -------------
ASSETS
Current assets:
  Cash and cash equivalents                                     $           2   $      43,671   $     (43,180)   A    $         493
  Restricted cash                                                          --           5,750              --                 5,750
  Accounts receivable, net of allowances                               24,299          41,237              --                65,536
  Unbilled receivables and other receivables                            1,035              --              --                 1,035
  Due from affiliates                                                      --             704              --                   704
  Federal and state income tax receivables                                 --           6,101              --                 6,101
  Other current assets                                                  3,533           4,643              --                 8,176
                                                                -------------   -------------   -------------         -------------
     Total current assets                                              28,869         102,106         (43,180)               87,795
Long-term assets:
  Property and equipment, net                                          62,836          68,610          14,020    B          145,466
  Accounts receivable, net of allowances                                1,379              --              --                 1,379
  Investments in joint ventures                                            --           9,113              --                 9,113
  Goodwill                                                             23,099              --          41,396    C           64,495
  Other intangible assets, net                                             --          52,384           7,725    D           60,109
  Deferred financing costs, net                                         5,198           4,117            (132)   E            9,183
  Other assets                                                          5,219             824          (1,075)   F            4,968
                                                                -------------   -------------   -------------         -------------
     Total long-term assets                                            97,731         135,048          61,934               294,713
                                                                -------------   -------------   -------------         -------------
     Total assets                                               $     126,600   $     237,154   $      18,754         $     382,508
                                                                =============   =============   =============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Cash disbursements in transit                                 $       5,748   $          --   $          --         $       5,748
  Accounts payable and other accrued expenses                          20,962           8,777          (3,760)   G           25,979
  Accrued physician retention                                              --           8,115              --                 8,115
  Accrued salaries and benefits                                            --           7,767           3,403    H           11,170
  Accrued interest                                                         --             683             357    I            1,040
  Accrued restructuring charges                                            --              --             332    J              332
  Current maturities of term loan B                                        --              --           2,250    K            2,250
  Current maturities of notes payable                                     867              --            (860)   K                7
  Current maturities of capital lease obligations                       1,849              33              --                 1,882
  Other current liabilities                                                --             682              --                   682
                                                                -------------   -------------   -------------         -------------
     Total current liabilities                                         29,426          26,057           1,722                57,205
Long-term liabilities:
  Subordinated bond debentures                                         16,147              --         (16,147)   K               --
  Line of credit                                                        6,868              --          (2,868)   K            4,000
  Term loan B-long term                                                    --              --         222,750    K          222,750
  Second lien credit facility-long term                                    --              --         135,000    K          135,000
  Long-term debt, net of current portion                              145,154         158,270        (303,356)   K               68
  Convertible debt                                                         --          11,980         (11,980)   K               --
  Capital lease obligations, net of current portion                     3,552              45              --                 3,597
  Deferred revenue                                                         --           6,290          (6,290)   L               --
  Other liabilities                                                        22           1,372              --                 1,394
                                                                -------------   -------------   -------------         -------------
     Total long-term liabilities                                      171,743         177,957          17,109               366,809
Commitments and contingencies                                              --              --              --                    --
Minority interests in consolidated subsidiaries                            --           1,145              --                 1,145
Stockholders' equity                                                  (74,569)         31,995             (77)   M          (42,651)
     Total liabilities and stockholders' equity                 $     126,000   $     237,154   $      18,754         $     382,508
                                                                =============   =============   =============         =============

                                   Annex D-4










  





  











  







                         PRIMEDEX HEALTH SYSTEMS, INC.
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     The unaudited pro forma condensed combined financial statements are based
on the historical consolidated statements of Primedex after giving effect to the
merger with Radiologix, borrowings used to finance the merger and the
assumptions and adjustments described in the attached to the unaudited pro forma
condensed combined financial statements.

     The unaudited pro forma condensed combined statement of operations is
prepared using the historical consolidated statements of operations of Primedex
for the year ended October 31, 2005 and the nine months ended July 31, 2006 and
the historical consolidated statements of operations of Radiologix for the year
ended December 31, 2005 and the nine months ended June 30, 2006 as if the merger
and borrowings to finance the merger occurred on November 1, 2004. The unaudited
pro forma condensed combined balance sheet is presented as if the merger and
borrowings used to finance the merger occurred on July 31, 2006 and combines the
unaudited condensed balance sheets of Primedex as of July 31, 2006 and
Radiologix as of June 30, 2006.

     The preliminary allocation of purchase price used in the unaudited pro
forma condensed combined financial statements is based upon preliminary
estimates. The estimates and assumptions are subject to change upon the
effective date of the merger and finalization of the valuation of Radiologix's
assets and liabilities. The unaudited pro forma condensed combined financial
statements do not include the effects of any anticipated operating efficiencies
or cost savings upon the merger. The unaudited pro forma condensed combined
financial statements are for illustrative purposes only, and are not necessarily
indicative of the consolidated results of operations or financial position of
Primedex that would have been reported had the merger and borrowings been
completed as of the dates presented, and should not be taken as representative
of the future consolidated results of operations or financial position of
Primedex. The pro forma adjustments are based on preliminary information
available at the time of the preparation of this document. Estimated valuation
of stock-based compensation included in the unaudited pro forma condensed
combined financial statement for the year ended October 31, 2005 for Primedex
and the year ended December 31, 2005 for Radiologix do not include the impact of
SFAS No. 123 (revised 2004) Share-Based Payment ("SFAS No. 123R").

     GE Healthcare Financial Services has provided a commitment for a $405.0
million of senior debt financing, which includes a $45.0 million revolving
credit facility for working capital and general corporate purposes that will be
substantially undrawn and available to Primedex at the close of the transaction.
The remaining $360.0 million will fund the cash purchase price of Radiologix and
refinance substantially all of the existing debt of Primedex and Radiologix.

     The unaudited pro forma condensed combined financial statements and the
accompanying notes are based upon the respective historical consolidated
financial statements of Primedex and Radiologix and should be read in
conjunction with the historical consolidated financial statements and
accompanying notes of Primedex and Radiologix included in this filing.

                                   Annex D-5





  





  











  












                          NOTES TO UNAUDITED PRO FORMA
                    CONDENSED COMBINED FINANCIAL STATEMENTS

1.  BASIS OF PRO FORMA PRESENTATION

     On July 6, 2006, Primedex Health Systems, Inc. and Radiologix, Inc. entered
into a definitive agreement under which Primedex would merge with and into
Radiologix in a business combination to be accounted for using the purchase
method. The combined unaudited pro forma historical financial statements assume
the issuance of 22,621,922 shares of Primedex common stock and $42,950,000 in
cash. The average market price per share of Primedex common stock of
approximately $1.74 is based on the average closing price for June 28, 2006
through July 13, 2006.

     The estimated purchase price and the allocation of the estimated purchase
price discussed below are preliminary based on management's best estimate
because the proposed merger has not yet been completed and the final valuation
has not been completed. The final allocation of the purchase price will be based
on Radiologix's assets and liabilities on the closing date.

     The following notes to the unaudited pro forma condensed consolidated
financial statements give effect to the Radiologix merger as if it had occurred,
for balance sheet purposes, on July 31, 2006 and, for statement of operations
purposes, on November 1, 2004. The preliminary estimated total purchase price of
the merger is as follows:

                                                               (IN THOUSANDS)
                                                              ---------------
Value of stock given by Primedex to Radiologix                $       39,400 *
Cash                                                                  42,950
Estimated transaction fees and expenses                               13,552 **
                                                              ---------------
Total Purchase Price                                          $       95,902
                                                              ===============
__________________
(*)  Calculated as 22,621,922 shares multiplied by $1.74 (average closing price
     for June 28, 2006 to July 13, 2006).
(**) Includes $6,940,000 in assumed liabilities of Radiologix, including
     $2,200,000 in merger and acquisition fees and $4,740,000 in bond prepayment
     penalties.

     Under the purchase method of accounting, the total estimated purchase price
as shown above is allocated to Radiologix's net tangible and intangible assets
based on their estimated fair values as of the date of the completion of the
merger. The preliminary allocation of the pro forma purchase price is as
follows:
                                                               (IN THOUSANDS)
                                                              ---------------

Current assets                                                $     102,106
Property and equipment, net                                          82,630
Identifiable intangible assets                                       59,034
Goodwill                                                             41,396
Investments in joint ventures                                         9,113
Other assets                                                            824
Current liabilities                                                 (26,057)
Accrued restructuring charges                                          (332)
Long-term liabilities                                              (171,667)
Minority interests in consolidated subsidiaries                      (1,145)
                                                              ---------------
Total purchase price                                          $      95,902
                                                              ===============

                                   Annex D-6










  





  











  








     We have estimated the fair value of tangible assets acquired and
liabilities assumed. Some of these estimates are subject to change, particularly
those estimates relating to the valuation of property and equipment and
identifiable intangible assets. The allocation of the purchase price is
preliminary and based upon management's best estimate because the proposed
merger has not yet been completed and the final valuation has not been
completed. The final allocation of the purchase price will be based upon
Radiologix's assets and liabilities on the closing date and the allocation of
the purchase price will be reviewed by an external valuation expert.

     CASH, MARKETABLE SECURITIES, INVESTMENTS AND OTHER ASSETS: Primedex values
cash, marketable securities, investments and other assets at their respective
carrying amounts as Primedex believes that these amounts approximate their
current fair values or the fair values.

     IDENTIFIABLE INTANGIBLE ASSETS. Primedex expects identifiable intangible
assets acquired to include management service agreements. Management service
agreements represent the underlying relationships and agreements with certain
professional radiology groups.

     Identifiable intangible assets consist of:

                                                                    ESTIMATED
                                      ESTIMATED     AMORTIZATION     ANNUAL
                                     FAIR VALUE       PERIOD       AMORTIZATION
                                   -------------   -------------   -------------
                                                   (IN THOUSANDS)
Management service agreements      $      59,034        25 years   $       2,361

     Primedex has determined the preliminary fair value of intangible assets
with limited discussions with Radiologix management and a review of certain
transaction-related documents prepared by Radiologix management.

     Estimated useful lives for the intangible assets were based on the average
contract terms, which are greater than the amortization period that will be used
for management contracts. Intangible assets are being amortized using the
straight-line method, considering the pattern in which the economic benefits of
the intangible assets are consumed.

     GOODWILL. Approximately $41,396,000 has been allocated to goodwill.
Goodwill represents the excess of the purchase price over the fair value of the
underlying net tangible and intangible assets. In accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, goodwill will not be amortized but instead
will be tested for impairment at least annually. In the event that the
management of the combined company determines that the value of goodwill has
become impaired, the combined company will incur an accounting charge for the
amount of impairment during the fiscal quarter in which the determination is
made.

2.  PRO FORMA ADJUSTMENTS

     The following is a brief description of the preliminary adjustments which
may change as additional information is obtained. These adjustments are based on
management's best estimate. In addition, these adjustments include
reclassifications to conform the financial statement presentation of Radiologix
with Primedex.

                                                                 (IN THOUSANDS)
                                                                 --------------
(A)  To record the cash portion of the purchase price:
         Cash                                                     $     42,950
         Estimated transaction fees and expenses                        13,552
                                                                  ------------
                                                                        56,502
         Less: Increase in cash from borrowings (see Note K)            13,322
                                                                  ------------
                                                                  $     43,180
                                                                  ============

                                   Annex D-7





  





  











  












 (B)  Adjustments to property and equipment, net:
        To record the estimated fair market value adjustment
           to net property and equipment                          $     14,020
(C)  Adjustments to goodwill:
        To record the preliminary purchase price allocation to
           goodwill as though the acquisition had occurred on
           July 31, 2006:
             Total purchase price                                 $     95,902
           Net assets of Radiologix:
             Book equity of Radiologix                            $     31,995
             Fair market value adjustment to property and
               equipment                                                14,020
             Increase in other intangible assets                         6,650
             Elimination of deferred financing costs                    (4,117)
             Accrued restructuring charges                                (332)
             Elimination of deferred revenue                             6,290
                                                                  ------------
               Adjusted net assets                                $     54,506
                                                                  ------------
             Goodwill                                             $     41,396
                                                                  ============

(D)  Adjustments to other intangible assets:
       To reclass Primedex intangible asset trade name from
         other assets                                             $      1,075
       To eliminate Radiologix historical intangible assets            (52,384)
       To record the preliminary purchase price allocation to other
         intangible assets as though the acquisition had occurred
         on July 31, 2006                                               59,034
                                                                  ------------
                                                                  $      7,725
                                                                  ============

(E)  Adjustments to deferred financing costs:
       To eliminate Radiologix historical net deferred financing
         costs due to refinancing of this debt                    $     (4,117)
       To write-off Primedex historical deferred financing
         charges and loan fees                                          (5,198)
       To record the estimated deferred financing costs                  9,183
                                                                  ------------
                                                                  $       (132)
                                                                  ============

(F)  Adjustments to other assets:
       To reclass Primedex other asset trade name to intangible
         assets                                                   $     (1,075)

(G)  Adjustments to accounts payable and other accrued expenses:
       To reclass Primedex accrued salaries and benefits          $     (3,403)
       To reclass Primedex accrued interest                               (357)
                                                                  ------------
                                                                  $     (3,760)
                                                                  ============

(H)  To reclass Primedex accrued salaries and benefits            $      3,403
                                                                  ============
(I)  To reclass Primedex accrued interest                         $        357
                                                                  ============
(J)  To record restructuring charges related to severance for
       certain employees of Radiologix.                           $        332
                                                                  ============

                                   Annex D-8





  





  











  












 (K)  To record the payments to be made from the proceeds of the
       new indebtedness:
     SOURCES:
     Term loan B-current                                          $      2,250
     Line of Credit                                                      4,000
     Term loan B-long-term                                             222,750
     Second lien credit facility                                       135,000
                                                                  ------------
       Total sources                                              $    364,000

     USES:
     Current maturities of notes payable-Primedex                 $        860
     Subordinated bond debentures-Primedex                              16,147
     Line of credit-Primedex                                             6,868
     Long-term debt-Primedex                                           145,086
     Long-term debt-Radiologix                                         158,270
     Convertible debt-Radiologix                                        11,980
     Deferred financing fees (see Note E)                                9,183
     Primedex fees and expenses (see Note M)                             2,284
                                                                  ------------
       Total uses                                                 $    350,678

       Increase in cash (see Note A)                              $     13,322
                                                                  ============

(L)  To eliminate Radiologix deferred revenue                     $     (6,290)
                                                                  ============

(M)  Adjustments to stockholders' equity:
       To eliminate Radiologix historical stockholders' equity
         and weighted shares outstanding as part of the purchase
         transaction                                              $    (31,995)
       To record the issuance of 22,621,922 shares of Primedex
         stock at an average market price of $1.74 per share to
         acquire Radiologix                                             39,400
       To write-off Primedex historical deferred financing charges
         and loan fees                                                  (5,198)
       To record Primedex fees and expenses                             (2,284)
                                                                  ------------
                                                                  $        (77)
                                                                  ============



                                                                  NINE MONTHS ENDED   YEAR ENDED
                                                                    JULY 31, 2006   OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                            (IN THOUSANDS)
(N)  To eliminate Radiologix deferred revenue amortization          $        (307)    $        (409)


                                                                  NINE MONTHS ENDED     YEAR ENDED
                                                                    JULY 31, 2006    OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                              (IN THOUSANDS)
(O)  To reclass Radiologix corporate overhead as cost of services   $     12,841      $      16,872
     To reclass Primedex equipment rental from cost of services             (174)              (166)
     To reclass Radiologix losses from sale or disposal of assets
       from cost of services                                                  --                (19)
                                                                    -------------     -------------
                                                                    $      12,667     $      16,687
                                                                    =============     =============

                                                                  NINE MONTHS ENDED    YEAR ENDED
                                                                   JULY 31, 2006     OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                              (IN THOUSANDS)
(P)  To reclass Primedex equipment rental from cost of services     $         174     $         166
                                                                    =============     =============

                                   Annex D-9





  





  











  












                                                                  NINE MONTHS ENDED    YEAR ENDED
                                                                    JULY 31, 2006    OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                             (IN THOUSANDS)
(Q)  To record additional depreciation on property and equipment
       revaluation as a result of the purchase price allocation     $       2,103     $       2,804
     To eliminate Radiologix amortization expense on historical
       intangible assets related to management service agreements          (2,500)           (3,331)
     To add amortization of identifiable intangible assets recorded
       as a result of purchase price allocation                             1,771             2,361
                                                                    -------------     -------------
                                                                    $       1,374     $       1,834
                                                                    =============     =============

                                                                  NINE MONTHS ENDED    YEAR ENDED
                                                                    JULY 31, 2006    OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                           (IN THOUSANDS)
(R)  To reclass Radiologix losses from sale or disposal of assets
       from cost of services                                        $          --     $          19

                                                                  NINE MONTHS ENDED     YEAR ENDED
                                                                    JULY 31, 2006   OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                             (IN THOUSANDS)
(S)  To reclass Radiologix corporate overhead as cost of services   $     (12,841)    $     (16,872)

                                                                  NINE MONTHS ENDED     YEAR ENDED
                                                                    JULY 31, 2006    OCTOBER 31, 2005
                                                                    -------------     -------------
                                                                           (IN THOUSANDS)
(T)  To eliminate Radiologix interest income with use of cash as
       part of the purchase transaction                             $       1,117     $         956
     To reverse interest expense related to historical notes,
       leases, bonds and lines of credit with new financing related
       to the purchase transaction:
          For Radiologix                                                  (13,432)          (17,908)
          For Primedex                                                    (13,292)          (15,871)
     To add interest expense related to new financing related to
       the purchase transaction(1)                                         28,620            38,160
     To reverse interest expense related to historical deferred
       financing charges and loan fees with new financing related
       to the purchase transaction:
          For Radiologix                                                   (1,237)           (1,650)
          For Primedex                                                       (710)           (1,137)
     To add interest expense related to new financing transaction
       fees(2)                                                              1,088             1,449
                                                                    -------------     -------------
                                                                    $       2,154     $       3,999
                                                                    =============     =============
_______________
(1) Assume a first lien six-year, 1% principal payment per year, note payable of $225 million at
    LIBOR + 3.5%, or an estimated 9.0%, and a second lien seven-year, interest-only note payable of
    $135 million at LIBOR + 7.5%, or an estimated 13.0% and an estimated line of credit draw of $4.0 million.


                                   Annex D-10










  





  











  







 The interest expense calculation presented above uses the actual LIBOR rates for
the periods presented to determine the interest rate applied to the borrowings
under the Term Loan B and the Second Lien Credit Facility. If the LIBOR rate
increases or decreases, the effect on interest expense would be as follows:

                                                  EFFECT ON INTEREST EXPENSE
                                             -----------------------------------
                                              NINE MONTHS
LIBOR RATE                                       ENDED             YEAR ENDED
INCREASE/DECREASE                            JULY 31, 2006      OCTOBER 31, 2005
                                            ---------------     ---------------
                                                      (IN THOUSANDS)
0.25%                                         $     683           $     910
0.50%                                             1,365               1,820
0.75%                                             2,048               2,730
1.00%                                             2,730               3,640
___________________
(2) Estimated financing fees of $9.2 million for the Primedex acquisition
of Radiologix amortized over the weighted-average financing period of
approximately 76 months, or approximately $121,000 per month.

     The pro forma statements of income contain no adjustment of the Primedex
net deferred financing costs of $5,198,000 as of July 31, 2006, and debt
prepayment penalties of $2,284,000 that will be expensed upon refinancing the
existing debt of Primedex. In addition, the pro forma financial statements
contain no adjustment for any proposed reverse stock split.


                                   Annex D-11





  





  











  












                                    ANNEX E
                                       to
                                CREDIT AGREEMENT
                                ----------------

                           WIRE TRANSFER INFORMATION

Name:               General Electric Capital Corporation
Bank:               Deutsche Bank Trust Company Americas
                    New York, New York
ABA #:
Account #:
Account Name:       GECC/HH Cash Flow Collections
Reference:          HFS 2543 Radnet Management


                                   Annex E-1










  





  











  







                                                                         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, 5.7 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];

                                   Annex F-1
<PAGE>

         (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.


                                        By    _________________________________
                                        Its   _________________________________

                                   Annex F-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

                                   Annex F-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


                                   Annex F-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


                                   Annex F-5










  





  











  








                           RESTRICTED JUNIOR PAYMENTS
                                  (SECTION 5.5)

Dividends paid to Holdings to permit repurchase of Stock:

              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


                                   Annex F-6










  





  











  








                               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


                                   Annex F-7










  





  











  








                          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



                                   Annex F-8










  





  











  








                            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



                                   Annex F-9










  





  











  








                       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  f 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, 2007, 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 December 31, 2006, scheduled payments of principal with
respect to all Indebtedness for the 12-month fiscal period ended December 31,
2006 will be deemed to be $662,500 multiplied by 4.0. For calculations as of
March 31, 2007, scheduled payments of principal will be deemed to be (i)
$662,500 plus (ii) the actual amount of such payments for the fiscal quarter
ended March 31, 2007 multiplied by 3.0. For calculations as of 6/30/07,
scheduled payments of principal will be deemed to be (i) $662,500 plus (ii) the
actual amount of such payments during the fiscal quarter ended June 30, 2007 and
March 31, 2007 multiplied by 1.5. For calculations as of September 30, 2007,
scheduled payments of principal will be deemed to be (i) $662,500 plus (ii) the
actual amounts of such payments for the fiscal quarter ended March 31, 2007,
June 30, 2007 and September 30, 2007.

                                   Annex F-10










  





  











  








                             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





                                   Annex F-11










  





  











  








                          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


                                   Annex F-12










  





  











  








               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."]


                                   Annex F-13










  





  











  








                                                                      SCHEDULE 2
                                                                         Annex F
                                EXCESS CASH FLOW
                                  (SECTION 1.5)

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)                                                                               ___________

         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

                  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.

                                   Annex F-14










  





  











  








                                                                      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."]


                                   Annex F-15










  





  











  








                                                                      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."]














  





  











  








                                 EXHIBIT 6.2(d)


                           BORROWING BASE CERTIFICATE

                             RADNET MANAGEMENT, INC.

                            DATE: ___________, ______


                  This Certificate is given by Radnet Management, Inc.
("BORROWER") pursuant to subsection 6.2(d) 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)      Attached hereto as Schedule I is a calculation of the
                           [PROPOSED] Borrowing Base for Borrower as of the
                           above date;

                  (b)      Attached hereto as Schedule II is a calculation of
                           EBITDA for Holdings and its Subsidiaries as of the
                           above date;

                  (c)      Based on such schedule, the [PROPOSED] Borrowing Base
                           as of the above date is:

                                                $__________________


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



                                                RADNET MANAGEMENT, INC.


                                                By:   __________________________
                                                Its:  __________________________













  





  











  








                                                                      SCHEDULE I
                                                                  EXHIBIT 6.2(d)

                          CALCULATION OF BORROWING BASE



(a)             Applicable Senior Multiple                                                            _______

MULTIPLIED BY:
--------------

(b)             EBITDA (calculated in Schedule II to this Exhibit 6.2(d)) for
                twelve-month period ending on [INSERT DATE OF MOST RECENT
                MONTHLY FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED PURSUANT
                TO SECTION 6.1(a) OF CREDIT AGREEMENT] (the "Defined Period")                     $______________

(c)             Product of (a) and (b)                                                            $______________

Less:

(d)             Outstanding principal balance of all Senior Debt of Holdings and
                its Subsidiaries as of [INSERT DATE OF BORROWING BASE
                CERTIFICATE] other than Revolving Loans                                           $______________

(e)             ((c) MINUS (d)) (if not a positive number, such amount shall be
                deemed to be zero)                                                                $______________

(f)             Applicable Total Multiple                                                             _______

MULTIPLIED BY:
--------------

(g)             EBITDA (calculated in Section 6.1(b) of this Annex) for
                twelve-month period ending on [INSERT DATE OF MOST RECENT
                MONTHLY FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED PURSUANT
                TO SECTION 6.1(a) OF CREDIT AGREEMENT] (the "Defined Period")                     $______________


(h)             Product of (f) and (g)                                                            $______________

Less:

(i)             Outstanding principal balance of total Funded Debt of Holdings
                and its Subsidiaries as of [INSERT DATE OF BORROWING BASE
                CERTIFICATE] other than Revolving Loans                                           $______________

(j)             ((h) MINUS (i)) (if not a positive number, such amount shall be
                 deemed to be zero)                                                               $______________

(k)             Borrowing Base as of [INSERT DATE OF BORROWING BASE CERTIFICATE] (lesser of
               (e) and (j))                                                                       $_____________











  





  











  








                                                                     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                                                                         $___________

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                                                                    ___________

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                                                          ___________

         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
         Merger Agreement for all periods ending on or after the Closing Date

         Other agreed to adjustments                                                            ___________

PLUS:    Pro Forma Cost Savings(1)                                                              ___________

EBITDA(2)                                                                                       $__________





__________________________
  (1) With respect to each trailing twelve month period ending on the Fiscal
Month specified on EXHIBIT B attached hereto, Pro Forma Cost Savings which shall
be the lesser of (a) $11,000,000 or (b) the total actual cost savings realized
as a result of the Acquisition PLUS the adjustment amount specified opposite
such Fiscal Month (without duplication of amounts added back in any prior
trailing twelve month period).


(2) EBITDA for entities acquired in a Permitted Acquisition 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 A attached hereto shall be deemed to be the
amount set forth opposite such Fiscal Month on EXHIBIT A.







  





  











  












                                 EXHIBIT 1.1(a)
                                       to
                                CREDIT AGREEMENT
                                ----------------

                               FORM OF TERM NOTE B
                                (Single Borrower)
                                                              New York, New York

                                                  $___,___,____________ __, ____

         FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
___________________ ("LENDER") at the offices of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as Agent for Lenders ("AGENT"), at its
address at ________________________________, or at such other place as Agent may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the amount of
__________________________ DOLLARS AND _____ CENTS ($___,___,___). All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the "Credit Agreement" (as hereinafter defined) or in Annex A
thereto.

         This Term Note is one of the Term Notes issued pursuant to that certain
Credit Agreement dated as of ______________ by and among Borrower, the other
Persons named therein as Credit Parties, Agent, Lender and the other Persons
signatory thereto from time to time as Lenders (including all annexes, exhibits
and schedules thereto and as from time to time amended, restated, supplemented
or otherwise modified, the "CREDIT AGREEMENT"), and is entitled to the benefit
and security of the Credit Agreement, the Security Agreement and all of the
other Loan Documents referred to therein. Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions under which the
Loans evidenced hereby are made and are to be repaid. The principal balance of
Term Loan B, the rates of interest applicable thereto and the date and amount of
each payment made on account of the principal thereof, shall be recorded by
Agent on its books; provided that the failure of Agent to make any such
recordation shall not affect the obligations of Borrower to make a payment when
due of any amount owing under the Credit Agreement or this Term Note.

         The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement.
Interest thereon shall be paid until such principal amount is paid in full at
such interest rates and at such times, and pursuant to such calculations, as are
specified in the Credit Agreement. The terms of the Credit Agreement are hereby
incorporated herein by reference.

         If any payment on this Term Note becomes due and payable on a day other
than a Business Day, the payment thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.

<PAGE>

         Upon and after the occurrence of any Event of Default, this Term Note
may, as provided in the Credit Agreement, and without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other legal
requirement of any kind (all of which are hereby expressly waived by Borrower),
be declared, and immediately shall become, due and payable.

         Time is of the essence of this Term Note.

         Except as provided in the Credit Agreement, this Term Note may not be
assigned by Lender to any Person.

         THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES.



                                                     RADNET MANAGEMENT, INC.


                                                     By: _______________________
                                                     Name: _____________________
                                                     Title:_____________________






  





  











  













                                EXHIBIT 1.1(b)(i)
                                       to
                                CREDIT AGREEMENT
                                ----------------

                             FORM OF REVOLVING NOTE
                                (Single Borrower)
                                                              New York, New York

                                                  $___,___,____________ __, ____

         FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
_______________________ ("LENDER"), at the offices of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as Agent for Lenders ("AGENT"), at its
address at _________________________________, or at such other place as Agent
may designate from time to time in writing, in lawful money of the United States
of America and in immediately available funds, the amount of
_______________________ DOLLARS AND _______ CENTS ($___,___,___) or, if less,
the aggregate unpaid amount of all Revolving Credit Advances made to the
undersigned under the "Credit Agreement" (as hereinafter defined). All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Credit Agreement or in ANNEX A thereto.

         This Revolving Note is one of the Revolving Notes issued pursuant to
that certain Credit Agreement dated as of ____________________ by and among
Borrower, the other Persons named therein as Credit Parties, Agent, Lender and
the other Persons signatory thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the "CREDIT AGREEMENT"), and is
entitled to the benefit and security of the Credit Agreement, the Security
Agreement and all of the other Loan Documents referred to therein. Reference is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Loans evidenced hereby are made and are to be repaid.
The date and amount of each Revolving Credit Advance made by Lenders to
Borrower, the rates of interest applicable thereto and each payment made on
account of the principal thereof, shall be recorded by Agent on its books;
provided that the failure of Agent to make any such recordation shall not affect
the obligations of Borrower to make a payment when due of any amount owing under
the Credit Agreement or this Revolving Note in respect of the Revolving Credit
Advances made by Lender to Borrower.

         The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference. Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times, and pursuant to such calculations, as are specified in the
Credit Agreement. The terms of the Credit Agreement are hereby incorporated
herein by reference.

         If any payment on this Revolving Note becomes due and payable on a day
other than a Business Day, the payment thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
<PAGE>

         Upon and after the occurrence of any Event of Default, this Revolving
Note may, as provided in the Credit Agreement, and without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other legal
requirement of any kind (all of which are hereby expressly waived by Borrower),
be declared, and immediately shall become, due and payable.

         Time is of the essence of this Revolving Note.

         Except as provided in the Credit Agreement, this Revolving Note may not
be assigned by Lender to any Person.

         THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES.



                                                     RADNET MANAGEMENT, INC.


                                                     By: _______________________
                                                     Name: _____________________
                                                     Title:_____________________








  





  











  













                               EXHIBIT 1.1(b)(ii)
                                       to
                                CREDIT AGREEMENT

                   FORM OF NOTICE OF REVOLVING CREDIT ADVANCE


___________, _____

General Electric Capital Corporation,
     for itself, as Lender, and as Agent
     for Lenders
500 West Monroe Street
Chicago, Illinois 60661

Attention:            Radnet Management, Inc.
                      Account Manager

Ladies and Gentlemen:

         The undersigned, Radnet Management, Inc. ("BORROWER") refers to the
Credit Agreement, dated as of ______ __, ____ (the "CREDIT AGREEMENT," the terms
defined therein being used herein as therein defined), by and among Borrower,
the other Credit Parties signatory thereto, General Electric Capital
Corporation, for itself, as Lender, and as Agent for Lenders, and Lenders, and
hereby gives you notice, irrevocably, pursuant to SECTION [1.1(b)] of the Credit
Agreement, that the undersigned hereby requests a Revolving Credit Advance under
the Credit Agreement, and in that connection sets forth below the information
relating to such Revolving Credit Advance as required by SECTION [1.1(b)] of the
Credit Agreement:

                  (i)      The date of the requested Revolving Credit Advance is
                           __________, ____.

                  (ii)     The aggregate amount of the requested Revolving
                           Credit Advance is $____________.

                  (iii)    The requested Revolving Credit Advance is [AN INDEX
                           RATE LOAN] [A LIBOR LOAN WITH A LIBOR PERIOD OF
                           ________].

                  (iv)     The requested Revolving Credit Advance is to be sent
                           to:

                                    [NAME OF BANK]
                                    [CITY OF BANK]
                                    Beneficiary:
                                    Account No.:  [NUMBER]
                                    ABA No.:  [NUMBER]
                                    Attn:  [NAME]











  





  











  







         The undersigned hereby certifies that all of the statements contained
in Section 2.2 of the Credit Agreement are true and correct in all material
respects on the date hereof, and will be true in all material respects on the
date of the requested Revolving Credit Advance, before and after giving effect
thereto and to the application of the proceeds therefrom.

                                            RADNET MANAGEMENT, INC.


                                            By: ________________________________

                                                     Name: _____________________

                                                     Title: ____________________












  





  











  








                                 EXHIBIT 1.1(c)
                                       to
                                CREDIT AGREEMENT
                                ----------------

                             FORM OF SWING LINE NOTE
                                (Single Borrower)

                                                              New York, New York
                                                  $___,___,____________ __, ____

         FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("SWING LINE
LENDER") at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as Agent (in such capacity, the "AGENT") at the Agent's address at
____________________________________, or at such other place as Agent may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the amount of ___________________
DOLLARS AND NO CENTS ($___,___,___) or, if less, the aggregate unpaid amount of
all Swing Line Advances made to the undersigned under the "Credit Agreement" (as
hereinafter defined). All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Credit Agreement or in ANNEX A
thereto.

         This Swing Line Note is issued pursuant to that certain Credit
Agreement dated as of _________________ by and among Borrower, the other Persons
named therein as Credit Parties, Agent, Swing Line Lender and the other Persons
signatory thereto from time to time as Lenders (including all annexes, exhibits
and schedules thereto and as from time to time amended, restated, supplemented
or otherwise modified, the "CREDIT AGREEMENT"), and is entitled to the benefit
and security of the Credit Agreement, the Security Agreement and all of the
other Loan Documents. Reference is hereby made to the Credit Agreement for a
statement of all of the terms and conditions under which the Loans evidenced
hereby are made and are to be repaid. The date and amount of each Swing Line
Advance made by Swing Line Lender to Borrower, the rate of interest applicable
thereto and each payment made on account of the principal thereof, shall be
recorded by Agent on its books; provided that the failure of Agent to make any
such recordation shall not affect the obligations of Borrower to make a payment
when due of any amount owing under the Credit Agreement or this Swing Line Note
in respect of the Swing Line Advances made by Swing Line Lender to Borrower.

         The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference. Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times, and pursuant to such calculations, as are specified in the
Credit Agreement. The terms of the Credit Agreement are hereby incorporated
herein by reference.

         If any payment on this Swing Line Note becomes due and payable on a day
other than a Business Day, the payment thereof shall be extended to the next

<PAGE>

succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.

         Upon and after the occurrence of any Event of Default, this Swing Line
Note may, as provided in the Credit Agreement, and without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other legal
requirement of any kind (all of which are hereby expressly waived by Borrower),
be declared, and immediately shall become, due and payable.

         Time is of the essence of this Swing Line Note.

         Except as provided in the Credit Agreement, this Swing Line Note may
not be assigned by Lender to any Person.

         THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES.



                                                     RADNET MANAGEMENT, INC.


                                                     By: _______________________
                                                     Name: _____________________
                                                     Title:_____________________











  





  











  








                                 EXHIBIT 1.1(d)
                                       to
                                CREDIT AGREEMENT
                                ----------------

                    REQUEST FOR ISSUANCE OF LETTER OF CREDIT


___________, _____

General Electric Capital Corporation,
     for itself, as Lender, and as Agent
     for Lenders
500 West Monroe Street
Chicago, Illinois 60661
Attention:        Radnet Management, Inc.
                  Account Manager


Ladies and Gentlemen:

                  The undersigned, Radnet Management, Inc. ("Borrower") refers
to the Credit Agreement, dated as of ______ __, 2006 (the "Credit Agreement,"
the terms defined therein being used herein as therein defined), by and among
the undersigned, Borrower, the other Credit Parties signatory thereto, General
Electric Capital Corporation, for itself, as Lender, and as Agent for Lenders,
and Lenders, and hereby requests, pursuant to Section 1.1(d) of the Credit
Agreement, that the undersigned hereby requests the issuance of a Letter of
Credit under the Credit Agreement, and in that connection sets forth below the
information relating to such Letter of Credit as required by Section 1.1(d) of
the Credit Agreement:


                  (i)      The date of issuance [OR EFFECTIVE DATE OF INCREASE
                           OR EXTENSION] of the requested Letter of Credit is
                           __________, ____.

                  (ii)     The amount [OR THE AMOUNT OF INCREASE] of the Letter
                           of Credit is $_________

                  (iii)    The name of the beneficiary of the Letter of Credit
                           is: ____________.

                  (iv)     The transaction for which such Letter of Credit is to
                           be issued is described as follows: [________].

                  (vi)     The expiry [OR EXTENDED EXPIRY] date of such Letter
                           of Credit is:____..











  





  











  







                  The undersigned hereby certifies that all of the statements
contained in Section 2.2 of the Credit Agreement are true and correct on the
date hereof, and will be true on the date of the requested Letter of Credit,
before and after giving effect thereto and to the issuance thereof.

                                             RADNET MANAGEMENT, INC.


                                             By: _______________________
                                             Name: _____________________
                                             Title:_____________________














  





  











  








                                 EXHIBIT 1.2(e)
                                       to
                                CREDIT AGREEMENT
                                ----------------

                    FORM OF NOTICE OF CONVERSION/CONTINUATION


         Reference is made to that certain Credit Agreement dated as of
_____________, 2006 by and among the undersigned ("BORROWER"), the other Persons
named therein as Credit Parties, General Electric Capital Corporation ("AGENT")
and the Lenders from time to time signatory thereto (including all annexes,
exhibits or schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the "CREDIT Agreement"). Capitalized terms
used herein without definition are so used as defined in the Credit Agreement.

         Borrower hereby gives irrevocable notice, pursuant to SECTION 1.2(E) of
the Credit Agreement, of its request to:

         (a) on [ DATE ] convert $[________]of the aggregate outstanding
principal amount of the [_______] Loan, bearing interest at the [________] Rate,
into a(n) [________] Loan [AND, IN THE CASE OF A LIBOR LOAN, HAVING A LIBOR
PERIOD OF [_____] MONTH(S)];

         [(B) ON [ DATE ] CONTINUE $[________]OF THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF THE [_______] LOAN, BEARING INTEREST AT THE LIBOR RATE, AS A
LIBOR LOAN HAVING A LIBOR PERIOD OF [_____] MONTH(S)].

         Borrower certifies that the conversion and/or continuation of the Loans
requested above is for the separate account of the Borrower in the following
amount: [$_____________].

         Borrower hereby (i) certifies that all of the statements contained in
SECTION 2.2 of the Credit Agreement are true and correct in all material
respects on the date hereof, and will be true in all material respects on the
date of the requested conversion/continuation, before and after giving effect
thereto and (ii) reaffirms the guaranty and continuance of Agent's Liens, on
behalf of itself and Lenders, pursuant to the Collateral Documents.

                                                     RADNET MANAGEMENT, INC.


                                                     By: _______________________
                                                     Name: _____________________
                                                     Title:_____________________













  





  











  








                                   EXHIBIT 8.1
                                       to
                                CREDIT AGREEMENT
                                ----------------

                          FORM OF ASSIGNMENT AGREEMENT
                          ----------------------------

         This ASSIGNMENT AGREEMENT, dated as of the Effective Date, is entered
into between the Assignor and the Assignee (each as defined below).

         The parties hereto hereby agree as follows:

BORROWER:                         RADNET MANAGEMENT, INC., A CALIFORNIA
                                  CORPORATION (THE "BORROWER")

AGENT:                            GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT
                                  AND FOR THE LENDERS AND L/C ISSUERS

CREDIT AGREEMENT:                 (IN SUCH CAPACITY AND TOGETHER WITH ITS
                                  SUCCESSORS AND PERMITTED ASSIGNS, THE "AGENT")
                                  CREDIT AGREEMENT, DATED AS OF __________,
                                  2006, AMONG THE BORROWER, ________, AS ONE OF
                                  THE GUARANTORS, THE LENDERS AND L/C ISSUERS
                                  PARTY THERETO AND THE AGENT (AS THE SAME MAY
                                  BE AMENDED, RESTATED, SUPPLEMENTED OR
                                  OTHERWISE MODIFIED FROM TIME TO TIME, THE
                                  "CREDIT AGREEMENT"; CAPITALIZED TERMS USED
                                  HEREIN WITHOUT DEFINITION ARE USED AS
                                  DEFINED IN THE CREDIT AGREEMENT)



[TRADE DATE:                      _________, ____]

EFFECTIVE DATE:                   _________, ____



--------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
                                                                                  AGGREGATE
                                                                                  AMOUNT OF      AGGREGATE AMOUNT
                                                                                COMMITMENTS OR    OF COMMITMENTS
         ASSIGNOR                                                                 PRINCIPAL        OR PRINCIPAL
    (COLLECTIVELY, THE                  ASSIGNEE                               AMOUNT OF LOANS    AMOUNT OF LOANS     PERCENTAGE
       "ASSIGNORS")          (COLLECTIVELY, THE "ASSIGNEES")   LOAN ASSIGNED   FOR ALL LENDERS       ASSIGNED          ASSIGNED
--------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
    [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                              [AFFILIATE][APPROVED FUND] OF
                                    [NAME OF LENDER]
--------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
    [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                              [AFFILIATE][APPROVED FUND] OF
                                    [NAME OF LENDER]
--------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
    [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                              [AFFILIATE][APPROVED FUND] OF
                                    [NAME OF LENDER]
--------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------

                             [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]







  





  











  












         SECTION 1. Assignment. Each Assignor hereby sells and assigns to the
Assignee set forth above opposite such Assignor, and such Assignee hereby
purchases and assumes from such Assignor, such Assignor's rights and obligations
in its capacity as Lender under the Credit Agreement (including Liabilities
owing to or by such Assignor thereunder) and the other Loan Documents, in each
case to the extent related to the amounts identified above opposite such
Assignor (such Assignor's "ASSIGNED INTEREST").

         SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNORS. Each
Assignor severally but not jointly (a) represents and warrants to its
corresponding Assignee and the Agent that (i) it has full power and authority,
and has taken all actions necessary for it, to execute and deliver this
Assignment Agreement and to consummate the transactions contemplated hereby and
(ii) it is the legal and beneficial owner of its Assigned Interest and that such
Assigned Interest is free and clear of any Lien and other adverse claims, (b)
makes no other representation or warranty and assumes no responsibility,
including with respect to the aggregate amount of the Loans, the percentage of
the Loans represented by the amounts assigned, any statements, representations
and warranties made in or in connection with any Loan Document or any other
document or information furnished pursuant thereto, the execution, legality,
validity, enforceability or genuineness of any Loan Document or any document or
information provided in connection therewith and the existence, nature or value
of any Collateral, (c) assumes no responsibility (and makes no representation or
warranty) with respect to the financial condition of any Credit Party or the
performance or nonperformance by any Credit Party of any obligation under any
Loan Document or any document provided in connection therewith and (d) attaches
any Notes held by it evidencing at least in part the Assigned Interest of such
Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor)
and requests that the Agent exchange such Notes for new Notes in accordance with
SECTIONS 1.1(b) and 1.1(c)(i) of the Credit Agreement.

         SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNEES. Each
Assignee severally but not jointly (a) represents and warrants to its
corresponding Assignor and the Agent that (i) it has full power and authority,
and has taken all actions necessary for such Assignee, to execute and deliver
this Assignment Agreement and to consummate the transactions contemplated
hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund
of the Lender set forth above and (iii) it is sophisticated with respect to
decisions to acquire assets of the type represented by the Assigned Interest
assigned to it hereunder and either such Assignee or the Person exercising
discretion in making the decision for such assignment is experienced in
acquiring assets of such type, (b) appoints and authorizes the Agent to take
such action as administrative agent and collateral 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, (c) 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, (d) confirms it has received such documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment Agreement and shall continue to make its own credit decisions in
taking or not taking any action under any Loan Document independently and
without reliance upon any Secured Party and based on such documents and
information as it shall deem appropriate at the time, (e) acknowledges and
agrees that, as a Lender, it may receive material non-public information and






  





  











  












 confidential information concerning the Loan Parties and their Affiliates and
Securities and agrees to use such information in accordance with SECTION 9.13 of
the Credit Agreement, (f) specifies as its applicable lending offices (and
addresses for notices) the offices at the addresses set forth beneath its name
on the signature pages hereof, (g) shall pay to the Agent an assignment fee in
the amount of $3,500 to the extent such fee is required to be paid under SECTION
8.1(a) of the Credit Agreement and (h) to the extent required pursuant to
SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of
Forms W-8ECI, W-8BEN or W-9.

         SECTION 4. DETERMINATION OF EFFECTIVE DATE; LOAN ACCOUNT. Following the
due execution and delivery of this Assignment Agreement by each Assignor, each
Assignee and, to the extent required by SECTION 8.1(a) of the Credit Agreement,
the Borrower, this Assignment Agreement (including its attachments) will be
delivered to the Agent for its acceptance and recording in the Loan Account. The
effective date of this Assignment Agreement (the "EFFECTIVE DATE") shall be the
later of (i) the acceptance of this Assignment Agreement by the Agent and (ii)
the recording of this Assignment Agreement in the Loan Account. The Agent shall
insert the Effective Date when known in the space provided therefor at the
beginning of this Assignment Agreement.

         SECTION 5. EFFECT. As of the Effective Date, (a) each Assignee shall be
a party to the Credit Agreement and, to the extent provided in this Assignment
Agreement, have the rights and obligations of a Lender under the Credit
Agreement and (b) each Assignor shall, to the extent provided in this Assignment
Agreement, relinquish its rights (except those surviving the termination of the
Commitments and payment in full of the Obligations) and be released from its
obligations under the Loan Documents other than those obligations relating to
events and circumstances occurring prior to the Effective Date.

         SECTION 6. DISTRIBUTION OF PAYMENTS. On and after the Effective Date,
the Agent shall make all payments under the Loan Documents in respect of each
Assigned Interest of any Assignor (a) in the case of amounts accrued to but
excluding the Effective Date, to such Assignor and (b) otherwise, to the
corresponding Assignee.

         SECTION 7. MISCELLANEOUS. This Assignment Agreement is a Loan Document
and, as such, is subject to certain provisions of the Credit Agreement,
including SECTIONS 9.14 (SUBMISSION TO JURISDICTION) and 9.15 (WAIVER OF JURY
TRIAL) thereof. On and after the Effective Date, this Assignment Agreement shall
be binding upon, and inure to the benefit of, the Assignors, Assignees, the
Agent and their Related Persons and their successors and assigns. This
Assignment Agreement shall be governed by, and be construed and interpreted in
accordance with, the law of the State of New York. This Assignment Agreement may
be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a single counterpart. Delivery of an executed signature page of this
Assignment Agreement by facsimile transmission or Electronic Transmission shall
be as effective as delivery of a manually executed counterpart of this
Assignment Agreement.

                            [SIGNATURE PAGES FOLLOW]











  





  











  







         IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                      [NAME OF ASSIGNOR]
                                      as Assignor


                                      By: ______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                      [NAME OF ASSIGNEE]
                                      as Assignee


                                      By: ______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                      LENDING OFFICE FOR EURODOLLAR RATE LOANS:
                                      -----------------------------------------
                                      [INSERT ADDRESS (INCLUDING CONTACT NAME,
                                      FAX NUMBER AND E-MAIL ADDRESS)]

                                      LENDING OFFICE (AND ADDRESS FOR NOTICES)
                                      ----------------------------------------
                                      FOR ANY OTHER PURPOSE:
                                      ----------------------

                                      [INSERT ADDRESS (INCLUDING CONTACT NAME,
                                      FAX NUMBER AND E-MAIL ADDRESS)]











  





  











  








ACCEPTED and AGREED
this __ day of ______ _____:


GENERAL ELECTRIC CAPITAL CORPORATION
     AS AGENT


BY:__________________________________
     NAME:
     TITLE:

RADNET MANAGEMENT, INC.


BY:__________________________________
Name:
Title:






  





  











  




 



SCHEDULE 3.1(a)


 


JURISDICTIONS OF ORGANIZATION AND QUALIFICATION


 



 




	Credit Party	
Jurisdiction of Organization


	
Primedex Health Systems, Inc.

	
New York


	
Diagnostic Imaging Services, Inc. 

	Delaware 
	Radnet Management, Inc. 	California 
	Beverly Radiology Medical Group, Inc. ProNet 	California
	Imaging Medical Group, Inc. Radnet Sub, Inc. 	California
	
SoCal MR Site Management, Inc. Radnet 

	California
	Management I, Inc.  	California
	
Radnet Management II, Inc.

	California
	
Radnet Managed Imaging Services, Inc. Beverly 

	California
	Radiology Medical Group, III FRI, Inc.  	California
	
PR Acquisition Corporation

	California 
	 	California 
	 	Delaware 





 




 




Each Credit Party listed above is qualified to do business in California.


 


 



	Credit Party	
Jurisdiction of Organization

	
Jurisdictions of Qualification


	 	 	 
	
Radiologix, Inc.

	
Delaware

	
Delaware, Texas, Kansas, California, Florida, Pennsylvania


	
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 Parnters, 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


	Rocky Mountain OpenScan MRI, LLC 	
Colorado

	
Colorado







 










 




 




  





  











  











SCHEDULE 3.1 (b)


 


 



	Name	Authorized	 	Issued	 	Holder
	 	 	 	 	 	 
	Primedex Health Systems, Inc. 	Common Stock 	 	
66,721,657

	 	Publicly Held
	("Holdings")   	$.01 par value 	 	 	 	 
	 	100,000,000 shares 	 	 	 	 
	 	Preferred Stock 	 	 	 	 
	 	10,000,000 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 	 	 11,463,956	 	Radnet (100%)
	 	 $.01 par value	 	 	 	 
	 	20,000,000 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 	 	 1,000	 	Radnet (100%) 
	 	 	 	 	 	 
	FRI, Inc. 	100,000  	 	 10,000	 	
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 (707,500), Warrants issued to employees and some business entities related to Holdings (8,756,334) and upon conversion of the outstanding convertible subordinated debentures which are publicly held (6,516,400) rights to common shares of Holdings for an aggregate of 16,986,334.


 


 


 




  





  











  






 


SCHEDULE 3.1(b)


(continued)



 



	Name	Authorized	 	Issued	 	Holder
	 	 	 	 	 	 
	Radiologix, Inc.*  	Common Stock 	 	
22,621,922

	 	Publicly Held Until Merger
	 	$.0001 par value 	 	 	 	 
	 	50,000,000 shares 	 	 	 	 
	 	Preferred Stock 	 	 	 	 
	 	10,000,000 shares  	 	 	 	N/A 
	 	 	 	 	 	 
	PR Acquisition Corporation*	Common Stock  	 	100	 	
Radnet (100%)


	 	$.01 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%)
	 	$0.001 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	 	 	 	 





 


______________




*Upon completion of acquisition by merger PR Acquisition Corporation will merge into Radiologix, Inc. and all shares of Radiologix, Inc. will be acquired leaving only the 100 shares owned by Radnet Management, Inc. outstanding.


 


 


 




  





  











  








 SCHEDULE 3.1(b)


(continued)


 


 



	
Name

	
Authorized

	 	
Issued

	 	
Holder


	 	 	 	 	 	 
	
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

	 	  	 	  
	 	 	 	 	 	 
	
Questar Duluth, Inc.

	
Common Stock

	 	
100

	 	
Questar Imaging


	  	
$1.00 par value

	 	  	 	
(100%)


	  	
1,000 shares

	 	  	 	  
	 	 	 	 	 	 
	
Questar Los Alamitos, Inc.

	
Common Stock

	 	
100

	 	
Questar Imaging


	  	
$1.00 par value

	 	  	 	
(100%)


	  	
1,000 shares

	 	  	 	  
	 	 	 	 	 	 
	
Questar Victorville, Inc.

	
Common Stock

	 	
100

	 	
Questar Imaging


	  	
$1.00 par value

	 	  	 	
(100%)


	  	
1,000 shares

	 	  	 	  
	 	 	 	 	 	 
	
Rocky Mountain OpenScan MRI, LLC

	
Membership interests

	 	
100

	 	
Questar Imaging


	 	 	 	 	 	
(100%)







 


There are no preemptive rights with respect to the stock of Radiologix, Inc. or any of its subsidiaries, and upon the consummation of the transactions contemplated by the Merger Agreement, there will be no outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from Radiologix, Inc. or any of its subsidiaries of any Stock of any such entity.


 







 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.7


 


SOURCES AND USES OF PROCEEDS


 


 



	  	 	
Amount

	 
	 	 	 	 
	
Sources:

	 	 	 
	 	 	 	 	 
	
1st Lien

	 	$	225,000,000	 
	
2nd Lien Term Loan

	 	 	135,000,000	 
	
Radiologix Cash

	 	 	50,000,000	 
	
Drawdown on New $45 Million Revolver

	 	 	4,278,295	 
	  	 	$	414,278,295	 
	
Uses of Proceeds:

	 	 	 	 
	 	 	 	 	 
	
Cash Purchase Price

	 	$	40,395,701	 
	
Retire Radiologix Bonds

	 	 	170,055,715	 
	
Retire Radiologix Sub Debt

	 	 	12,297,082	 
	
Refinance Radnet 1st Lien

	 	 	85,355,000	 
	
RadNet Accrued Interest on Current 1st Lien Debt

	 	 	354,174	 
	
Refinance Radnet 2nd Lien

	 	 	60,000,000	 
	
RadNet 2nd Lien Prepayment Fee

	 	 	1,800,000	 
	
RadNet Accrued Interest on Current 2nd Lien Debt

	 	 	369,046	 
	
Refinance Radnet Sub Debt

	 	 	16,626,464	 
	
Radnet Revolver

	 	 	13,211,810	 
	
RGX Revolving Facility

	 	 	67,455	 
	
Transaction Expenses

	 	 	13,745,848	 
	 	 	 	 	 
	 	 	$	414,278,295	 










 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.10


 


INTELLECTUAL PROPERTY


 



 


Trademark for "RADNET" issued October 22, 2002 and bearing No. 2,639,209 held by Primedex Health Systems, Inc.




 



Trademark for "SONOWAVE" bearing Application No. 76/615,128 held by Radnet Management, Inc.




 



Servicemark for "HEALING WITH SOUND" bearing Application No. 76/615,575 held by Radnet Management, Inc.




 



Servicemark for "RADIOLOGIX" issued June 12, 200] and bearing No. 2,459,195 held by Radiologix, Inc.




 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.11


 


INVESTIGATIONS AND AUDITS


 


 


On April 18, 2006, Radiologix, Inc. executed IRS Form 872, Consent to Extend the Time to Assess Tax, in connection with the IRS's review of a tax refund claimed by Radiologix.


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 


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


 


Employment Agreement with Sami S. Abbasi dated November 15, 2006


 


Retention Agreement with Stephen M. Forthuber


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.13


 


LITIGATION


 


None


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.14


 


REAL ESTATE


 


(see attached document)


 


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 







SCHEDULE 3.15


 


ENVIRONMENTAL MATTERS


 


None


 


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.16


ERISA


 


401(k) Non Contributory Plan


 


Radiologix, Inc. Medical Care Plan


 


Radiologix, Inc. Flexible Benefit Plan


 


Radiologix, Inc. Welfare Benefits Plan


 


Radiologix, Inc. Transportation Fringe Benefit Plan


 


 


 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.17


 


DEPOSIT AND DISBURSEMENT ACCOUNTS


 


City National Bank


400 N. Roxbury Dr.


Beverly Hills, CA 90210


310-282-2994


 




	 	
Accounts


	Radnet Management, Inc	
Operations 


	Radnet Management, Inc	Money  
	Radnet Management, Inc	Market  
	Beverly Radiology Medical Group 	Payroll  
	Diagnostic Imaging Services, Inc.	Payroll  
	Primedex Health Systems, Inc.	Payroll  
	Radnet Management, Inc.	Operations
	 	Refunds 





 




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


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.18


 


AGREEMENTS AND OTHER DOCUMENTS


 


 


Fuji Film Medical Imaging Film Agreement dated as of December 18, 2003 by and between Radnet Management, Inc. and Fuji Film Medical Systems U.S.A., Inc.


 


First Supplemental Indenture relative to Subordinated Debentures dated October 30, 2003 by and between American Stock Transfer and Trust Company, as trustee, and Primedex Health Systems, 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 by and between GE Medical Systems and Radnet Management, Inc.




 


PetNet Radiopharmaceutical Purchase Agreement dated September 13, 2004 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.




 


Indenture dated December 12, 2001 relative to 10.5% Senior Notes due December 15, 2008, between Radiologix, Inc. and U.S. Bank, N.A., as trustee.


 



Purchase Agreement dated December 15, 2003 by and between Bracco Diagnostics, Inc. and Radiologix, Inc.




 



Purchase Agreement (as amended) dated May 15, 1998 by and between Berlex Laboratories and Radiologix, Inc.




 



Medical/Surgical Distribution Agreement dated May 15, 2003 by and between Cardinal Healthcare and Radiologix Inc.




 



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





 


 


 




  





  











  








SCHEDULE 3.19




INSURANCE


 








	
LINE

	
CARRIER NAME

	
POLICY #

	
TERM

	
PREMIUM

	
POLICY


LIMITS


	
General Liability

	
Hartford

	
72UUNUM8682

	
9/30/05-12/01/06

	
$224,143.00

	
varies


	
Commercial Property

	
II

	  	
,,

	
$129,297.001M/2M

	  
	
Commerical Crime

	
It

	  	
It

	
$53,648.00100,000

	  
	
Commerical Automobile

	
II

	  	
It

	
$41,198.001

	
M


	
Excess Liability/umbrella

	
"

	
72XHUUM8762

	
II

	
$15,750.0010M

	  
	
Directors & Officers

	
AIG

	
YBX001934D

	
06/01/05-12/01/06

	
$77,077.005M

	  
	
EPL (Emp Pract Liab)

	
Crum & Forster

	
5560020315

	
06/01/05-12/01/06

	
$38,840.002M

	  
	
Professional Liability

	
Fairway Physicians

	
FPC1000-10

	
12/01/05-12/01/06

	
$1,031,000.001M/3M

	  
	
Work Comp

	
AIG

	
000834287

	
10/29/05-12/01/06

	
$1,230,453.001M

	  
	
Medical

	
Aetna

	
358380

	
11 /01 /05-12/01 /06

	  	  
	
Dental

	
Delta Dental

	
05662 & 2845

	
11/01/05-12/01/06

	  	  
	
Vision

	
Vision Service Plan

	
12092356

	
11/01/05-12/01/06

	  	  
	
Life

	
Genworth

	
100256-010-0001

	
11/01/05-12/01/06

	  	  





 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 3.22







HEALTH CARE MATTERS












None.


 


 


 


 


 


 


 


 


 




  





  











  











 


SCHEDULE 5.1


INDEBTEDNESS








	
CAPITAL LEASES

	
09/30/06


	
COMPANY

	
LESSOR

	
EQUIPMENT

	
BALANCE


	
RADNET

	
CONTINENTAL

	
Logiq 700 U/S


Logiq 700 U/S


Logiq 700 U/S


Logiq 700 U/S

	
88,157.64


	
RADNET

	
CONTINENTAL

	
GE Logiq U/S 9 BT02 w/upgrade 03


GE Logiq U/S 9 BT02 w/upgrade 03


GE Logiq U/S 9 BT02 w/upgrade 03


GE Logiq U/S 9 BT02 w/upgrade 03


GE Logiq U/S 7 BT03


GE Logiq U/S 7 BT03


Bone Densitometer


Spectrum Dicom Print/Store Server


Stereotache


Spectrum Diocom Box


Stereotache


Spectrum Diocom Box


Radex Mammo Motorized Film


Dicom Print/Store

	
173,072.13


	
RADNET

	
CONTINENTAL

	
GE Logiq 9 U/S


GE M7C Probe


Sony Film Station


Sony Film Station


Sony Film Station


Kodak CR500 CR System

	
326,767.77


	
RADNET

	
CONTINENTAL

	
Kodak CR500 CR System


Kodak CR500 CR System


Kodak CR500 CR System


Kodak CR500 CR System

	
347,584.20


	
RADNET

	
CONTINENTAL

	
NAI Dicom Box


NAI Dicom Box


GE Logiq U/S System


CR500 Cassettes & Screen


CR500 Cassettes & Screen


CR500 Cassettes & Screen


CR500 Cassettes & Screen


CR500 Cassettes & Screen


Kodak DVS100 Laser Imager


Acuson Aspen CF U/S System


EVC8 Endovaginal Transducer


RAD-X Mammoscope Mammography Viewer

	
242,450.00


	
RADNET

	
GE

	
GE #8537637 Excite III MRI

	
1,432,172.67


	
RADNET

	
MD SERVICES

	
Hitachi Airls II MR System


Leasehold Improvements

	
182,068.28


	
RADNET

	
HEARTLAND

	
Ultrasound

	
115,152.07

















 




  





  











  








 



	
RADNET

	
CHERRY CREEK

	
Toshiba Opart .35T MR w/C-Arm

	
403,961.87


	
RADNET

	
MARCAP*

	
Hitachi Altair 0.7T


Siemens Somatom Emotion


Kodak Dryview 8900


Leasehold Improvements


Dell Medical Digital


Acuson 128XP


Canon D769 Copier


Konica 7150 Copier


Mita A16060


Mita A16060


Konica 7150 Copier


Chairs and Desks

	
1,500,000.00


	
RADNET

	
MARCAP*

	
Hitachi Altaire Upgrade(s)

	
243,986.00


	
RADSUB

	
GE

	
GE XR Gold Mammo

	
174,628.90


	
RADNET I

	
GE

	
GE Signs 1.5T LX System

	
606,000.54


	
DIS

	
GE

	
GE PET GS DISCOVERY w/16 slice

	
1,065,089.61


	
DIS

	
CONTINENTAL

	
Flat Panel Digital Retrofit System


Dicom Box CA Analog-Digital/SDRU

	
146,261.33


	
DIS

	
GE

	
GE Horizon LX long Bore MR Scanner

	
353,965.16


	
DIS

	
GE

	
GE Discovery LS PET

	
834,884.70


	
Radiologix

	
GE

	
Soft cost buildout for IDE Imaging Partners, Inc.

	
67,262.99


	
* Collateral on Notes Payable












 







 



	
11.5% Series A Convertible Subordinated Debentures due 2008 (the "Primedex Debentures") issued pursuant to First Supplemental Indenture dated as of October 30, 2003 between Primedex Health Systems, Inc., as issuer, and American Stock Transfer & Trust Company, as trustee. Amount outstanding under the Primedex Debentures as of November I, 2006 is $16,147,000. The Primedex Debentures are expected to be redeemed thirty days after the Closing Date.


 


10.5% Senior Notes due December 15, 2008 (the "Radiologix Senior Notes") issued pursuant to Indenture dated as of December 12, 2001 between Radiologix, Inc., as issuer, and U.S. Bank, N.A., as trustee. Amount outstanding under the Radiologix Senior Notes as of September 30, 2006 is $158,270,000. A covenant defeasance of the Radiologix Senior Notes will be effected on the Closing Date. The Radiologix Senior Notes are expected to be redeemed thirty days after the Closing Date.


 


Promissory Note to GE in the principal amount of $1,338,392.







 


 


 


 


 


 


 




  





  











  






 


 


SCHEDULE 5.2


LIENS


 



	  	  	  	  	  	  	
START

	  	  	  
	
CO

	
G/Ltt

	
VENDOR

	
LEASE #

	
TYPE

	
DATE

	
ASSET #

	
DESCRIPTION

	
COST


	RADNET CORP	
00-2037.00

	
CONTINENTAL

	
190

	
MD

	
04/2001

	
2479 (LOS COY)

	
Logiq 700 U/S

	
84,725.00


	  	  	  	  	  	
MD

	
04/2001

	
2480 (LOS COY)

	
Logiq 700 U/S

	
84,725.00


	  	  	  	  	  	
MD

	
04/2001

	
2650 (WWP)

	
Logiq 700 U/S

	
84,725.00


	  	  	  	  	  	
MD

	
04/2001

	
697 (MDI)

	
Logiq 700 U/S

	
84,725.00


	RADNET CORP	
00-2037.10

	
CONTINENTAL

	
181

	
MD

	
10/2004

	
5927 (MC)

	
GE Logiq U/S 9 BTO2 w/upgrade 03

	
85,017.33


	  	  	  	  	  	
MD

	
10/2004

	
1305 (MDI)

	
GE Logiq U/S 9 BT02 w/upgrade 03

	
85,017.33


	  	  	  	  	  	
MD

	
10/2004

	
5939 (WWP)

	
GE Logiq U/S 9 BT02 w/upgrade 03

	
85,017.33


	  	  	  	  	  	
MD

	
10/2004

	
1342 (TOWER)

	
GE Logiq U/S 9 BTO2 w/upgrade 03

	
85,017.33


	  	  	  	  	  	
MD

	
10/2004

	
5926 (VIC)

	
GE Logiq U/S 7 BT03

	
62,128.05


	  	  	  	  	  	
MD

	
10/2004

	
1304 (MDI)

	
GE Logiq U/S 7 BTO3

	
75,207,63


	  	  	  	  	  	
MD

	
09/2002

	
4313 (GROVE)

	
Bone Densitometer

	
29,423.75


	  	  	  	  	  	
MD

	
05/2002

	
3944 (GROVE)

	
Spectrum Dicom Print/Store Server

	
12,996.00


	  	  	  	  	  	
MD

	
09/2002

	
237 (MOD)

	
Stereotache

	
216,656.25


	  	  	  	  	  	
MD

	
07/2002

	
137 (MOD)

	
Spectrum Dicom Box

	
14,941.62


	  	  	  	  	  	
MD

	
09/2002

	
4284 (ORG WMS)

	
Stereotache

	
216,656.25


	  	  	  	  	  	
MD

	
07/2002

	
4044 (ORG WMS)

	
Spectrum Dicom Box

	
14,696.29


	  	  	  	  	  	
MD

	
04/2002

	
919 (TVIC)

	
Radex Mammo Motorized Film

	
26,795.50


	  	  	  	  	  	
MD

	
05/2002

	
3857 (DRI)

	
Dlcom Print/Store

	
14,499.11


	RADNET CORP	
00-2037.30

	
CONTINENTAL

	
216

	
MD

	
09/2006

	
6596 (VAC)

	
GE Logiq 9 U/S

	
175,898.00


	  	  	  	  	  	
MD

	
09/2006

	
6597 (VAC)

	
GE M7C Probe

	
10,818.69


	  	  	  	  	  	
MD

	
09/2006

	
1752 (WILDOMAR)

	
Sony Film Station

	
26,905.50


	  	  	  	  	  	
MD

	
09/2006

	
6598 (LOS COY)

	
Sony Film Station

	
26,905.50


	  	  	  	  	  	
MD

	
09/2006

	
6599 (FILM LIB)

	
Sony Film Station

	
26,905.50


	  	  	  	  	  	
MD

	
09/2006

	
1753 (WILDOMAR)

	
Kodak CR500 CR System

	
88,333.50


	RADNET CORP	
00-2037.40

	
CONTINENTAL

	
218

	
MD

	
09/2006

	
1754 (TVIC)

	
Kodak CR500 CR System

	
89,437.50


	  	  	  	  	  	
MD

	
09/2006

	
1755 (SUN CITY)

	
Kodak CR500 CR System

	
89,437.50


	  	  	  	  	  	
MD

	
09/2006

	
6600 (RB)

	
Kodak CR500 CR System

	
89,437.50


	  	  	  	  	  	
MD

	
09/2006

	
6601 (LOS COY)

	
Kodak CR500 CR System

	
89,437.50


	RADNET CORP	
00-2037.50

	
CONTINENTAL

	
219

	
MD

	
09/2006

	
6602 (PD)

	
NAI Dicom Box

	
10,834.68


	  	  	  	  	  	
MD

	
09/2006

	
401 (MODESTO)

	
NAI Dicom Box

	
10,834.68


	  	  	  	  	  	
MD

	
09/2006

	
6603 (PS)

	
GE Logiq U/S System

	
57,240.00


	  	  	  	  	  	
MD

	
09/2006

	
1758 (TVIC)

	
CR500 Cassettes & Screen

	
3,444.04


	  	  	  	  	  	
MD

	
09/2006

	
1759 (WILDOMAR)

	
CR500 Cassettes & Screen

	
8,355.72












 


 




  





  











  






 



	
CO

	
G/L#

	
VENDOR

	
LEASE #

	
TYPE

	
START


DATE

	
ASSET #

	
DESCRIPTION

	
COST


	  	  	  	  	
MD

	
09/2006

	
1756 (SUN CITY)

	
CR500 Cassettes & Screen

	
3,444.04


	  	  	  	  	
MD

	
09/2006

	
6604 (RB)

	
CR500 Cassettes & Screen

	
3,444.04


	  	  	  	  	
MD

	
09/2006

	
6605 (LOS COY)

	
CR500 Cassettes & Screen

	
14,859.52


	  	  	  	  	
MD

	
09/2006

	
1757 (SUN CITY)

	
Kodak DVS100 Laser Imager

	
32,321.87


	  	  	  	  	
MD

	
09/2006

	
6606 (GROVE)

	
Acuson Aspen CF U/S System

	
56,064.66


	  	  	  	  	
MD

	
09/2006

	
6607 (GROVE)

	
EVC8 Endovaginal Transducer

	
11,820.00


	  	  	  	  	
MD

	
09/2006

	
1760 (TVIC)

	
RAD-X Mammoscope Mammography Viewer

	
29,786.75


	
TARZANA

	  	  	  	  	  	  	  	  
	
RADNET         ADV

	
54-2072.30

	
GE

	
8516755-001

	
MD

	
03/2005

	
6067

	
GE #8537637 Excite III MRI

	
2,401,669.16


	
RADNET         VALLEJO

	
58-2003.00

	
MD SERVICES

	
GE N/P ACQ. MD

	
03/2006

	
6308

	
Hitachi Aids II MR System

	
282,332.62


	  	  	  	  	
LH

	
03/2006

	
6309

	
Leasehold Improvements

	
82,642.69


	
RADNET         IRVINE

	
59-2039.01

	
HEARTLAND

	  	
MD

	
09/2006

	
6583

	
Ultrasound

	
117,711.24


	
RADNET         IRVINE

	
59-2039.02

	
CHERRY CREEK

	  	
MD

	
09/2006

	
6582

	
Toshiba Opart .35T MR w/C-Arm

	
410,937.00


	
RADNET         CORONA

	
87-2039.10

	
MARCAP

	
1

	
MD

	
09/2006

	
6584

	
Hitachi Altaire 0.7T

	
591,250.00


	  	  	  	  	
MD

	
09/2006

	
6585

	
Siemens Somatom Emotion

	
200,000.00


	  	  	  	  	
MD

	
09/2006

	
6586

	
Kodak Dryview 8900

	
25,000.00


	  	  	  	  	
LH

	
09/2006

	
6587

	
Leasehold Improvements

	
500,000.00


	  	  	  	  	
MD

	
09/2006

	
6588

	
Dell Medical Digital

	
150,000.00


	  	  	  	  	
MD

	
09/2006

	
6589

	
Acuson 128XP

	
25,000.00


	  	  	  	  	
OE

	
09/2006

	
6590

	
Canon D769 Copier

	
450.00


	  	  	  	  	
OE

	
09/2006

	
6591

	
Konlca 7150 Copier

	
1,900.00


	  	  	  	  	
OE

	
09/2006

	
6592

	
Mita A16060

	
1,500.00


	  	  	  	  	
OE

	
09/2006

	
6593

	
Mita A16060

	
1,500.00


	  	  	  	  	
OE

	
09/2006

	
6594

	
Konica 7150 Copier

	
1,900.00


	  	  	  	  	
F

	
09/2006

	
6595

	
Chairs and Desks

	
1,500.00


	
RADNET         CORONA

	
87-2039.11

	
MARCAP

	
2

	  	
09/2006

	  	
Hitachi Altaire Upgrade(s)

	
243,986.00


	
TOWER

	  	  	  	  	  	  	  	  
	
RADSUB         WOMENS

	
35-2042.00

	
GE

	
8535962-001

	
MD

	
08/1999

	
728

	
GE XR Gold Mammo

	
269,663.74


	
RADNET I       EMERYVILLE 47-2029.00

	
GE

	
8545636-001

	
MD

	
07/2006

	  	
GE GoldSeal UghtSpeed Plus CT

	
631,171.96


	
DIS                   MDI

	
76-2016.00

	
GE

	
8536064-001

	
MD

	
12/2002

	
972

	
GE PET GS DISCOVERY w/16 slice

	
1,533,675.00


	
DIS                  TEMECULA

	
89-2037.00

	
CONTINENTAL

	
188

	
MD

	  	
1564

	
Flat Panel Digital Retrofit System

	
251,392.00


	  	  	  	  	
MD

	  	
5981 (SDRU)

	
Dicom Box CA Analog-Digital

	
19,761.25


	
DIS                  TEMECULA

	
89-2050.10

	
GE

	
8536335-001

	
MD

	
01/1999

	
391

	
GE Horizon LX long Bore MR Scanner

	
533,362.50


	
DIS                  TEMECULA

	
89-2065.00

	
GE

	
8535299-001

	
MD

	
02/2002

	
890

	
GE Discovery LS PET

	
1,292,959.76


	
         PITTSBURG

	  	  	  	  	  	  	
Accounts receivable of Pittsburg and Napa

	  
	
FRI                  & NAPA

	  	
HITACHI

	
37458

	  	
11/2006

	
—

	
facilities

	  
	
RADIOLOGIX

	  	
U.S. BANK, NA

	  	  	  	  	
Security interest granted by Radiologix, Inc. in favor of U.S. Bank, N.A. in


connection with the covenant defeasance of Radiologix Inc.'s 10.5F% Senior Notes due December 15, 2008. The amount is

	  
	  	  	  	  	  	  	  	
approximately $170,733,763.

	
170,733,763







 







 


 


 




  





  











  






 


SCHEDULE 5.3


 


INVESTMENTS


 


 


Advanced Imaging Partners, Inc. owns a 100% interest in Advanced NA, LLC, a Maryland limited liability company, which in turn owns a 35% interest in North Arundel PET Center, LLC, a Maryland limited liability company.


 


Advanced Imaging Partners, Inc. owns a 100% interest in Advanced Radiology, L.L.C., a Maryland limited liability company, which in turn owns (i) a 1% interest in Advanced PET Imaging of Maryland, L.P., a Maryland limited partnership (Advanced Imaging Partners, Inc. directly owns a 94% interest in such limited partnership), (ii) a 24.8% interest in Carroll County Radiology, LLC, a Maryland limited liability company, (iii) a 50% interest in Greater Baltimore Diagnostic Imaging Partnership, a Maryland general partnership, (iv) a 73.33% interest in MRI at St. Joseph Medical Center, LLC, a Maryland limited liability company, (v) a 50% interest in Health Systems Imaging, LLC, a Maryland limited liability company, and (vi) a 25% interest in MIB Partnership (d/b/a Magnetic Imaging of Baltimore), a Maryland general partnership.


 


Advanced Imaging Partners, Inc. owns a 49% interest in Franklin Imaging, LLC, a Maryland limited liability company.


 


Community Imaging Partners, Inc. owns a 90% interest in Montgomery Community Magnetic Imaging Center Limited Partnership, a Maryland limited partnership.


 


Radiology and Nuclear Medicine Imaging Partners, Inc. owns a 22.4% interest in Magnetic Resonance Imaging Center of Kansas, L.P., a Kansas limited partnership.


 


Radnet Management, Inc. owns a 50% interest in Palm Springs Medical Imaging, LLC.


 


 


 


 


 


 




  





  











  






 


SCHEDULE 5.4


CONTINGENT OBLIGATIONS







None


 


 


 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 5.6







EXCEPTION TO RESTRICTIONS ON FUNDAMENTAL CHANGES


 


 


On or shortly following November 15, 2006, Primedex Health Systems, Inc. intends to effect the following changes.


 




	 	
(1) 

	
Change its name to RadNet, Inc.









 




	 	
(2) 

	
Increase its authorized shares of common stock to 200,000,000 shares with a par value of $0.0001 per share and increase the authorized number of preferred shares to 30,000,000 with a par value of $0.0001 per share.









 




	 	
(3) 

	
Implement certain stock transfer restrictions necessary to preserve the Primedex net operating loss carry forward.









 




	 	
(4) 

	
Effect a one for two reverse stock split.









 




	 	
(5)

	
Change its fiscal year to a calendar year ending December 31.









 







 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 5.8


 


AFFILIATE TRANSACTIONS


 


 


Amended and Restated Management and Services Agreement dated January 1, 2004 between Radnet Management and Beverly Radiology Medical Group, III.


 


Partnership Agreement dated July 11, 1997 between Beverly Radiology Medical Group, Inc. and Pronet Imaging Medical Group, Inc.


 







 


 


 


 


 


 


 


 


 


 




  





  











  






 


SCHEDULE 5.9


 


BUSINESS DESCRIPTION


 


 


Credit Parties operate a group of regional networks currently comprised of one hundred thirty-four (134) diagnostic imaging facilities.


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  








SCHEDULE A


 


INACTIVE SUBSIDIARIES


 


Advanced Medical Imaging, Inc. 


Advanced NA, LLC Advanced 


Radiology, L.L.C. M&S Imaging 


Investments, Inc. M&S Imaging 


Partners, L.P. M&S Imaging Partners 


I, Inc. Questar Kansas, Inc. Questar 


Orlando, Inc. Questar PVH, Inc. 


Questar San Francisco, Inc. Questar 


Tampa, Inc. Radiologix Services, Inc. 


San Jose Imaging Partners, Inc. 


WB&A Imaging Partners