Exhibit
4.3


 


SUPPLEMENTAL
INDENTURE


 


Supplemental Indenture (this “Supplemental Indenture”), dated as of
April 2, 2003, among Valencia MRI, LLC, a California limited liability company
(“Valencia”), Orange County
Regional PET Center – Irvine, LLC, a California limited liability company (“Orange County”), and San Fernando Valley
Regional PET Center, LLC, a California limited liability company (together with
Valencia and Orange County, each a “Guaranteeing
Subsidiary” and collectively, the “Guaranteeing
Subsidiaries”), InSight Health Services Corp., a Delaware
corporation (the “Company”),
InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined
in the Indenture referred to herein) and U.S. Bank Trust National Association
(formerly known as State Street Bank and Trust Company, N.A.), as trustee under
the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of October 30,
2001 providing for the issuance of an aggregate principal amount of
$225 million of 9 7/8% Senior Subordinated Notes due 2011 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances each Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the
“Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as
follows:


 


1.                                       Capitalized
Terms.  Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Indenture.


 


2.                                       Agreement
to Guarantee.  Each Guaranteeing
Subsidiary hereby agrees as follows:


 


(a)                                  Along
with all other Guarantors, to jointly and severally Guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:


 


(i)                                     the
principal of and interest on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or


 


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the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and


 


(ii)                                  in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately.


 


(b)                                 The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
that might otherwise constitute a legal or equitable discharge or defense of a
guarantor.


 


(c)                                  The
following are hereby waived:  diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever.


 


(d)                                 This
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture.


 


(e)                                  If
any Holder or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors, or any Custodian, Trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors,
any amount paid by either to the Trustee or such Holder, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.


 


(f)                                    Such
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.


 


(g)                                 As
between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article Six of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such
obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.


 


(h)                                 Pursuant
to Section 10.02 of the Indenture, after giving effect to any maximum
amount and any other contingent and fixed liabilities that are relevant under
any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect
to any collections from, rights to receive contribution from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under Article Ten of the Indenture, the obligations of
such


 


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Guarantor under its Guarantee shall not constitute a fraudulent
transfer or conveyance.


 


3.                                       Subordination.  The Obligations of each Guaranteeing
Subsidiary under its Guarantee pursuant to this Supplemental Indenture shall be
junior and subordinated to the Senior Indebtedness of such Guaranteeing
Subsidiary on the same basis as the Notes are junior and subordinated to the
Senior Indebtedness of the Company.  For
the purposes of the foregoing sentence, the Trustee and the Holders shall have
the right to receive and/or retain payments by each Guaranteeing Subsidiary
only at such time as they may receive and/or retain payments in respect of the
Notes pursuant to the Indenture, including Article Ten hereof.


 


4.                                       Execution
and Delivery.  Each Guaranteeing
Subsidiary agrees that the Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantee.


 


5.                                       Guaranteeing
Subsidiaries May Consolidate, Etc., on Certain Terms.


 


Except as otherwise provided in Section 11.05 of
the Indenture, a Subsidiary Guarantor may not consolidate with or merge with or
into any other Person or convey, sell, assign, transfer, lease or otherwise
dispose of its properties and assets substantially as an entirety to any other
Person (other than the Company or another Subsidiary Guarantor) unless:


 


(i)                                     subject
to the provisions of the following paragraph, the Person formed by or surviving
such consolidation or merger (if other than such Subsidiary Guarantor) or to
which such properties and assets are transferred assumes all of the obligations
of such Subsidiary Guarantor under the Indenture and its Guarantee, pursuant to
a supplemental indenture in form and substance satisfactory to the Trustee;


 


(ii)                                  immediately
after giving effect to such transaction, no Default or Event of Default has
occurred and is continuing; and


 


(iii)                               the
Subsidiary Guarantor delivers, or causes to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction
complies with the requirements of the Indenture.


 


For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.


 


In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in
form to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of the Indenture to
be performed by a Guarantor, such successor Person shall succeed to and be
substituted for a Guarantor with the same effect as if it had been named herein
as a Guarantor.  Such successor Person
thereupon may cause to be signed any or all of the Guarantees to be


 


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endorsed upon all of the Notes issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee.  All the Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture
as though all of such Guarantees had been issued at the date of execution
hereof.


 


6.                                       Releases.


 


(a)                                  A
Subsidiary Guarantor will be deemed automatically and unconditionally released
and discharged from all of its obligations under its Guarantee without any
further action on the part of the Trustee or any Holder of the Notes upon a
sale or other disposition to a Person not an Affiliate of the Company of all of
the Capital Stock of, or all or substantially all of the assets of, such
Subsidiary Guarantor, by way of merger, consolidation or otherwise, which
transaction is carried out in accordance with Section 4.10 of the
Indenture; provided that any such
termination shall occur (x) only to the extent that all obligations of
such Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure any Indebtedness of
the Company shall also terminate upon such sale, disposition or release and
(y) only if the Trustee is furnished with written notice of such release
together with an Officers’ Certificate from such Subsidiary Guarantor to the
effect that all of the conditions to release in this Section 6 have been
satisfied.


 


(b)                                 Any
Guarantor not released from its obligations under its Guarantee shall remain
liable for the full amount of principal of and interest on the Notes and for
the other obligations of any Guarantor under the Indenture as provided in
Article Eleven of the Indenture.


 


7.                                       No
Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Parent, the
Company or any Subsidiary Guarantor, as such shall have any liability for any
obligations of the Parent, the Company or the Subsidiary Guarantors under the
Notes, the Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder of Notes, by accepting a Note, waives and releases
all such liability.  The waiver and
release are part of the consideration for issuance of the notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


 


8.                                       NEW
YORK LAW TO GOVERN.  THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


9.                                       Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


10.                                 Effect
of Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


11.                                 Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the


 


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validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely
by each Guaranteeing Subsidiary and the Company.


 


[Remainder of Page Left
Intentionally Blank]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


 


Dated:  April 2, 2003


 


 


	
   

  	
  VALENCIA MRI, LLC

  
	
   

  	
  By: InSight Health Corp., its sole member and
  manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORANGE COUNTY REGIONAL PET

  CENTER – IRVINE, LLC

  
	
   

  	
  By: InSight Health Corp., its sole member and
  manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAN FERNANDO VALLEY REGIONAL

  PET CENTER, LLC

  
	
   

  	
  By:  InSight Health Corp., its sole member
  and manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  



 


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  INSIGHT HEALTH SERVICES HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  



 


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  RADIOSURGERY CENTERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXUM HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
  By:  InSight
  Health Corp., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXUM HEALTH SERVICES OF DALLAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NDDC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  



 


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  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title:  President
  & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, LLC

  
	
   

  	
  By:                InSight Health
  Corp., its sole member

  and manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven T. Plochocki

  	
   

  
	
   

  	
   

  	
  Name:  Steven
  T. Plochocki

  
	
   

  	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION (formerly known as State

  Street Bank and Trust Company, N.A.), as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cheryl L. Clarke

  	
   

  
	
   

  	
   

  	
  Name: Cheryl Louisa Clarke

  
	
   

  	
   

  	
  Title: Trust Officer

  
					



 


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