radnet_10q-ex1023.htm



 EXHIBIT 10.23


                 AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENT


                  This AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENT (this
"AMENDMENT"), dated as of August 23, 2007, by and among RADNET MANAGEMENT, INC.,
a California corporation (the "BORROWER"), the other persons designated as
Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as agent ("AGENT") and the Persons
signatory thereto from time to time as Lenders. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (each as hereinafter defined).

                                    RECITALS
                                    --------

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

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

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

AMENDMENTS TO CREDIT AGREEMENT.

                           AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement
is hereby amended by replacing each occurrence of the words "Primedex Health
Systems" with the word "RadNet" therein.

                           AMENDMENT TO SECTION 4.9. SECTION 4.9 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

         "4.9 CASH MANAGEMENT SYSTEMS. Borrower shall, and shall cause each
other Credit Party to, (i) enter into Control Agreements with respect to each
deposit account maintained by Borrower or any Subsidiary of Borrower (other than
(a) any payroll account or other disbursement account which is a zero balance
account and (b) any account (a "GOVERNMENTAL ACCOUNT") into which amounts are
paid by a governmental entity pursuant to one or more Health Care Laws) as of or
after the Closing Date and (ii) cause all amounts on deposit in or credited to
each Governmental Account to be transferred, every Business Day, to an account
subject to a Control Agreement. Each such deposit account control agreement
shall be in form and substance reasonably satisfactory to Agent."







  





1











  







                           AMENDMENT TO SECTION 5.1(F). SECTION 5.1(F) of the
Credit Agreement is hereby amended by replacing the amount "$15,000,000" which
appears therein with "$20,000,000".

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

         "(v) the sum of all amounts payable in connection with any Permitted
         Acquisition (including the purchase price, all transaction costs and
         all Indebtedness, liabilities and Contingent Obligations incurred or
         assumed in connection therewith or otherwise reflected on a
         consolidated balance sheet of Borrower and Target) shall not exceed
         $12,000,000 (or an amount not to exceed $12,500,000 with respect to the
         Borg Acquisition) and the sum of such amounts payable in connection
         with all Permitted Acquisitions shall not exceed $50,000,000, and the
         portion thereof allocable to goodwill and intangible assets for all
         such Permitted Acquisitions during the term hereof shall not exceed
         $30,000,000."

                           AMENDMENT TO SECTION 5.7. SECTION 5.7 of the Credit
Agreement is hereby amended by inserting the following new clause (d):

         "(d) the Identified Sale-Leaseback."

                           AMENDMENT TO SECTION 5.17. SECTION 5.17 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                           "5.17   SALE-LEASEBACKS.

         Other than the Identified Sale-Leaseback, 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."

                           AMENDMENT TO SECTION 5.20. SECTION 5.20 of the Credit
Agreement is hereby amended by replacing the amount "$22,000,000" which appears
therein with "$35,000,000".

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

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







  





2











  







                                                             MAXIMUM CAPITAL
                                                             EXPENDITURES
                  PERIOD                                     PER PERIOD
                  ------                                     ---------------
                  Fiscal Year 2007                           $44,000,000
                  Fiscal Year 2008                           $44,000,000
                  Fiscal Year 2009                           $47,000,000
                  Fiscal Year 2010 and each Fiscal Year      $47,000,000
                  thereafter

         PROVIDED, HOWEVER, that the Capex Limit referenced above will be
         increased in any period by an amount equal to 50% of the difference
         obtained by taking the Capex Limit for the immediately prior period
         (excluding any Capex Carry Over Amounts) MINUS the actual amount of any
         Capital Expenditures expended during such prior period (the "CAPEX
         CARRY OVER AMOUNT"), and for purposes of measuring compliance herewith,
         the Capex Carry Over Amount shall be deemed to be the last amount spent
         on Capital Expenditures in that succeeding period."

                           AMENDMENT TO SECTION 6.2(E). SECTION 6.2(E) of the
Credit Agreement is hereby amended by replacing the reference to "SECTIONS
6.2(A)(III) AND (B)" with "SECTIONS 6.2(A)(I) AND (B)" therein, replacing the
word "Month" which appears therein with the word "Quarter" and by deleting the
phrase "and the portion of the current Fiscal Quarter then elapsed" therein.

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

"GOVERNMENTAL ACCOUNT HAS THE MEANING ASCRIBED TO IT IN SECTION 4.9."

"IDENTIFIED SALE-LEASEBACK MEANS THE SALE-LEASEBACK OF ASSETS IDENTIFIED TO
AGENT IN AN AMOUNT NOT TO EXCEED $13,000,000 ON TERMS AND PURSUANT TO
DOCUMENTATION ACCEPTABLE TO AGENT."

                           AMENDMENT TO ANNEX F. SECTION 6.1(C) (Minimum Fixed
Charge Coverage Ratio) to ANNEX F is hereby replaced with the revised SECTION
6.1(C) attached as ANNEX F to this Amendment.

                           AMENDMENT TO EXHIBIT 6.2(D). EXHIBIT 6.2(D) (EBITDA)
is hereby replaced with the revised EXHIBIT 6.2(D) attached as EXHIBIT 6.2(D) to
this Amendment.

                           SCHEDULES. Each of SCHEDULES 3.1(A), 3.1(B), 3.10,
3.11, 3.12, 3.14, 3.16, 3.17, 3.18, 3.19, 5.1, 5.2, 5.6, and 5.9 to the Credit
Agreement is hereby replaced with the applicable SCHEDULE attached hereto.







  





3











  







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

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

                         after giving effect to this Amendment, each of the
        representations and warranties contained in the Credit Agreement is true
        and correct in all material respects on and as of the date hereof as if
        made on the date hereof, except to the extent that such representations
        and warranties expressly relate to an earlier date.

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

         This Amendment shall have been executed and delivered by the Agent,
         Requisite Lenders and the Credit Parties;

         The execution and delivery of the Amendment No. 3 to the First Lien
         Credit Agreement, in form, substance and manner satisfactory to the
         Agent; and

                  (c) The Agent shall have received a nonrefundable amendment
fee equal to $120,000 which shall be fully earned and payable on the date
hereof.

                  REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

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

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

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







  





4











  







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

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

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

                                       * *







  





5











  






 



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


 




	 	
RADNET MANAGEMENT, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 	 
	 	 	 
	 	
RADNET, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
BEVERLY RADIOLOGY MEDICAL GROUP III


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


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


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


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
PRONET IMAGING MEDICAL GROUP, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President











 


 


 




  





6











  






 


 


 




	 	
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









 


 


 




  





7











  






 


 




	 	
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









 


 


 




  





8











  






 


 


 




	 	  	  
	 	
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









 


 


 




  





9











  






 


 




	 	
RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
VALLEY IMAGING PARTNERS, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
QUESTAR DULUTH, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
QUESTAR LOS ALAMITOS, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
QUESTAR VICTORVILLE, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President









 


 


 




  





10











  






 


 




	 	
ROCY MOUNTAIN OPENSCAN MRI, LLC


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
FRI, INC.


	 	 	 
	 	
By:

	
/s/ Howard G. Berger      


	 	  	
Name: Howard G. Berger, M.D.


	 	  	
Title: President


	 	 
	 	 
	 	
GENERAL ELECTRIC CAPITAL


	 	
CORPORATION


	 	
as Agent and a Lender


	 	  	  
	 	
By:

	
/s/ Andrew Moore      


	 	  	
Duly Authorized Signatory


	 	 
	 	 
	 	
Brencourt BD, LLC., as Lender


	 	 	 
	 	
By:

	
/s/Michael Palmer      


	 	  	
Name: Michael Palmer


	 	  	
Title: CFO









 


 


 




  





11











  






 


 



 




	 	
Man Mac Schreckhorn 14B Ltd., as Lender


	 	 	 
	 	
By:

	
/s/ Michael Palmer      


	 	  	
Name: Michael Palmer


	 	  	
Title: CFO


	 	 
	 	 
	 	
CIFC Funding 2006-I, Ltd


as Lender


	 	 	 
	 	
By:

	
/s/ Sean O. Dougherty      


	 	  	
Name: Sean O. Dougherty


	 	  	
Title: General Counsel


	 	 
	 	 
	 	
PREMIER FUNDING, LTD., as a Lender


	 	 
	 	
By: Citigroup Global Markets Realty Corp., as 


      Collateral Administrator


	 	  	  
	 	
By:

	
/s/ authorized signatory     


	 	  	
Name: Authorized Signatory


	 	 
	 	 
	 	
[CAINE FUNDING], as a Lender


	 	 	 
	 	
By:

	
/s/ Neam Ahmed        


	 	  	
Name: Neam Ahmed


	 	  	
Title: Authorized Signatory









 


 


 


 




  





12











  








 


 




	 	  	  
	 	  	  
	 	
CypressTree CLAIF Funding LLC, as a Lender


	 	 	 
	 	
By:

	
/s/ Tara E. Kenny      


	 	  	  
	 	  	
Name: Tara E.Kenny


	 	  	
Title: Assistant Vice President


	 	  	  
	 	  	  
	 	
INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED


	 	  	  
	 	
By:

	
/s/ John Frabotta      


	 	  	
Name: John Frabotta


	 	  	
Title: Managing Director


	 	  	  
	 	
By:

	
/s/ Martha Hadeler      


	 	  	
Name: Martha Hadeler


	 	  	
Title: Managing Director


	 	  	  
	 	  	  
	 	
EATON VANCE SENIOR INCOME TRUST, as a Lender


	 	 
	 	
By: Eaton Vance Management as Investment Advisor


	 	  	  
	 	
By:

	
/s/ Michael B. Botthof      


	 	  	
Name: Michael B. Botthof


	 	  	
Title: Vice President


	 	  	  
	 	  	  
	 	
EATON VANCE CDO VII PLC, as a Lender


	 	  	  
	 	
By: Eaton Vance Management as Investment Advisor


	 	  	  
	 	
By:

	
/s/ Michael B. Botthof      


	 	  	
Name: Michael B. Botthof


	 	  	
Title: Vice President


	 	  	  



 


 


 




  





13











  






 


 


 



	 	  	  
	 	
EATON VANCE CDO VIII PLC, as a Lender


	 	  	  
	 	
By: Eaton Vance Management as Investment Advisor


	 	  	  
	 	
By:

	
/s/ Michael B. Botthof      


	 	  	
Name: Michael B. Botthof


	 	  	
Title: Vice President


	 	  	  
	 	  	  
	 	  	  
	 	
EATON VANCE CDO X PLC, as a Lender


	 	  	  
	 	
By: Eaton Vance Management as Investment Advisor


	 	  	  
	 	
By:

	
/s/ Michael B. Botthof      


	 	  	
Name: Michael B. Botthof


	 	  	
Title: Vice President


	 	  	  
	 	  	  
	 	  	  
	 	
EATON VANCE SENIOR FLOATING-RATE TRUST, as a Lender


	 	  	  
	 	
By: Eaton Vance Management as Investment Advisor


	 	  	  
	 	
By:

	
/s/ Michael B. Botthof      


	 	  	
Name: Michael B. Botthof


	 	  	
Title: Vice President


	 	  	  
	 	  	  
	 	EATON VANCE CREDIT OPPORTUNITIES FUND, as a Lender
	 	 	 
	 	By: Eaton Vance Management as Investment Advisor
	 	 	 
	 	By:	/s/ Michael B. Botthof      
	 	 	Name: Michael B. Botthof 
	 	 	Title: Vice President







 


 




 




  





14











  








 




	 	
Crystal Capital Fund, Ltd., as a Lender


	 	
As duly authorized:


	 	
Crystal Capital Fund Management, L.P.


	 	  	  
	 	
By: Crystal Capital Fund GP, LLC, its General Partner


	 	  	  
	 	
By:

	
/s/Edward J. Siskin      


	 	  	
Name: Edward J. Siskin


	 	  	
Title: Executive Managing Director


	 	  	  
	 	 
	 	
Crystal Capital Fund, L.P., , as a Lender


	 	  	  
	 	  	  
	 	
By: Crystal Capital Fund GP, LLC, its General Partner


	 	  	  
	 	
By:

	
/s/Edward J. Siskin      


	 	  	
Name: Edward J. Siskin


	 	  	
Title: Executive Managing Director


	 	  	  
	 	 
	 	
KROLL CATALYST PARTNERS, LLC, as a Lender


	 	  	  
	 	
By:

	
/s/ George N. Skegas      


	 	  	
Name: George N. Skegas


	 	  	
Title: Managing Director


	 	  	  
	 	  	  
	 	
TELOS CLO 2007-2, LTD, as a Lender


	 	  	  
	 	
By:

	
/s/ Jonathan Tepper      


	 	  	
Name: Jonathan Tepper


	 	  	
Title: Principal


	 	  	  
	 	 
	 	
S.A.C. CAPITAL ASSOCIATES, LLC, as a Lender


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


	 	  	  
	 	
By:

	
/s/Peter Nussbaum      


	 	  	
Name: Peter Nusbaum


	 	  	
Title: Authorized Signatory









 


 


 




  





15











  






 


 




	 	
Grand Central Asset Trust, DES Series, as a Lender


	 	  	  
	 	
By:

	
/s/ Pam Gwin      


	 	  	
Name: Pam Gwin


	 	  	
Title: Attorney-in-fact


	 	  	  
	 	 
	 	
Canadian Imperial Bank of Commerce, as a Lender


	 	  	  
	 	
By:

	
/s/ John O’Dowd      


	 	  	
Name: John O’Dowd


	 	  	
Title: Authorized Signatory









 


 


 


 


 




  





16











  






 



 


ANNEX F TO AMENDMENT NO. 3 TO SECOND CREDIT AGREEMENT


 


MINIMUM FIXED CHARGE COVERAGE RATIO


 


(Section 6.1(c))


 




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

	  $ ___________
	 	 
	$ Less: any provision for income taxes (whether paid or payable in cash)	     ___________
	 	 
	
Capital Expenditures (calculated in Section 6.1(a) of this Annex), other than the portion thereof funded by third party financing

	      ___________ 
	 	 
	
Operating Cash Flow

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

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

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

	     ____________  
	 	 
	
Interest paid in kind and included in interest expense above

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

	      ____________  
	 	 
	
Interest Expense*

	$    ____________    
	 	 
	Plus: Scheduled payments of principal with respect to all Indebtedness**	     ____________  
	 	 
	
Fixed Charges

	
$


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

	  
	 	      ============







 



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


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




 


 




  





  











  














 


 



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 Radiologix Merger Agreement for all periods ending on or after the Closing Date

	
 


 



_____________




	 	 
	
Other agreed to adjustments1

	

_____________


	 	 
	
Plus: Pro Forma Cost Savings2

	

_____________


	 	 
	
EBITDA3

	 $ _____________







 


____________________


 


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


 


 


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


 


 


3.       EBITDA for entities acquired in a Permitted Acquisition or EBITDA relating to new joint ventures or management arrangements shall be included to the extent that such EBITDA has been approved by Agent in its reasonable discretion (it being agreed that to the extent not already included in EBITDA of Holdings and its Subsidiaries, EBITDA of Radiologix and its Subsidiaries for the Fiscal Months set forth on Exhibit B attached hereto shall be deemed to be the amount set forth opposite such Fiscal Month on Exhibit B).


 


 




  





  











  






EXHIBIT A


 


PRO FORMA COST SAVINGS


 


 



	
Fiscal Month

	
Adjustment


	
December, 2006

	
$10,975,410.00


	
January, 2007

	
$10,929,679.10


	
February, 2007

	
$10,838,217.40


	
March, 2007

	
$10,701,024.80


	
April, 2007

	
$10,518,101.30


	
May, 2007

	
$10,280,300.70


	
June, 2007

	
$9,978,476.90


	
July, 2007

	
$9,603,483.80


	
August, 2007

	
$9,137,028.80


	
September, 2007

	
$8,569,966.00


	
October, 2007

	
$7,893,149.00


	
November, 2007

	
$7,097,431.80


	
December, 2007

	
$6,301,714.60


	
January, 2008

	
$5,432,828.00


	
February, 2008

	
$4,609,672.20


	
March, 2008

	
$3,832,247.30


	
April, 2008

	
$3,100,553.30


	
May, 2008

	
$2,423,736.40


	
Jiine, 2008

	
$1,810,942.70


	
July, 2008

	
$1,271,318.30


	
August, 2008

	
$823,155.80


	
September, 2008

	
$475,601.10


	
October, 2008

	
$237,800.60


	
November, 2008

	
$118,900.30







 


 




  





  











  






 



EXHIBIT B




 


EBITDA OF RADIOLOGIX AND ITS SUBSIDIARIES


 


 




	
Fiscal Month

	
EBITDA


	
September, 2005

	
$3,939,000.00


	
October, 2005

	
$3,796,000.00


	
November, 2005

	
$2,545,000.00


	
December, 2005

	
$4,386,000.00


	
January, 2006

	
$3,430,000.00


	
February, 2006

	
$3,048,000.00


	
March, 2006

	
$5,435,000.00


	
April, 2006

	
$2,564,000.00


	
May, 2006

	
$3,449,000.00


	
June, 2006

	
$5,059,000.00


	
July, 2006

	
$3,028,000.00


	
August, 2006

	
$4,048,000.00


	
September, 2006

	
$4,449,000.00