Exhibit 10.3


 


SECOND
AMENDMENT TO CREDIT AGREEMENT,

WAIVER AND CONSENT


 


THIS SECOND
AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment”),
dated as of July 11, 2003, is by and among INSIGHT
HEALTH SERVICES CORP., a Delaware
corporation (the “Borrower”), INSIGHT HEALTH SERVICES HOLDINGS
CORP., a Delaware corporation (the “Parent”),
the Subsidiary Guarantors parties hereto, the Lenders defined in the Existing
Credit Agreement defined below, BANK OF AMERICA, N.A., as Administrative Agent
for the Lenders (in such capacity, the “Administrative Agent”), WACHOVIA
BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Syndication Agent (in such capacity, the “Syndication
Agent”) and THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent (in such capacity, the “Documentation
Agent”).


 


W
I T N E S S E T H


 


WHEREAS, the
Borrower, the Parent, the Subsidiary Guarantors, the Lenders, the Administrative Agent, the Syndication Agent and
the Documentation Agent entered into that certain Credit Agreement dated
as of October 17, 2001 (as
amended by that certain First Amendment to Credit Agreement, Waiver and Consent
dated as of January 24, 2003, the “Existing Credit Agreement”);


 


WHEREAS, the
Borrower has requested that certain provisions of the Existing Credit Agreement
be amended; and


 


WHEREAS, the
parties have agreed to amend the Existing Credit Agreement as set forth herein.


 


NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


 


PART
1

DEFINITIONS


 


SUBPART
1.1  Certain Definitions.  Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:


 


“Amended Credit Agreement” means the
Existing Credit Agreement as amended hereby.


 


“CDL Acquisition Closing” shall have
the meaning assigned to the term “Closing” in Section 2.6 of the CDL Purchase
Agreement.


 


“CDL Acquisition Closing Conditions”
means:


 


1

















 


(i)                                     The
Administrative Agent shall have received an executed copy of the CDL Purchase
Agreement, certified by an Executive Officer of the Borrower to be true,
correct and complete.


 


(ii)                                  The
Acquisition of the CDL Assets purchased in the CDL Acquisition Closing shall be
permitted under Section 8.6(i) and shall have been consummated on or
before August 15, 2003 in accordance with the terms of the CDL Purchase
Agreement and in compliance with applicable law and regulatory approvals, and
all material conditions precedent to the obligation of the buyer for the CDL
Acquisition Closing under the CDL Purchase Agreement shall have been
satisfied.  The CDL Purchase Agreement
shall not have been altered, amended or otherwise changed or supplemented or
any condition therein waived without the prior written consent of the
Administrative Agent.


 


“Designated CMI Center” means any one
of the following diagnostic medical imaging centers that was acquired by
InSight Health Corp. pursuant to the CMI
Acquisition: Valencia MRI, Open MRI of Encino (f/k/a Comprehensive Open
MRI of Encino), San Fernando Valley MRI Center (f/k/a Valley Magnetic Resonance
Center), Valley Open MRI (f/k/a Valley Open MRI Center), Encino Diagnostic
Center (f/k/a CMI Diagnostic Center), Westlake Diagnostic Center and Advanced
Diagnostic Center of Thousand Oaks.


 


“New CMI Joint Venture” means any
Subsidiary of InSight Health Corp. created after the Second Amendment Effective
Date that is formed (i) as a Joint Venture in accordance with the
provisions of the Credit Agreement between InSight Health Corp. and a physician
or physician group that provides medical services for such Person and
(ii) for the purpose of becoming the owner of assets associated with
and/or used in the operation of any of the Designated CMI Centers.


 


“Requisite Lenders” is defined in the
introductory paragraph of Part 3 hereof.


 


“Second Amendment Effective Date” is
defined in the first paragraph of Part 4 hereof.


 


SUBPART
1.2  Other Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.


 


PART 2

AMENDMENTS TO EXISTING CREDIT AGREEMENT


 


Effective on
(and subject to the occurrence of) the Second Amendment Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Part 2.  Except as so amended, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.


 


2

















 


SUBPART
2.1  Amendments to Section 1.1.


 


A.                                   The
following definitions set forth in Section 1.1 of the Existing Credit Agreement
are hereby amended in their entireties to read as follows:


 


“CMI Assets” shall have the meaning assigned to the term
“Purchased Assets” in the CMI Purchase Agreement and shall, for the purposes
hereof, include (i) the Voting Stock of the Acquired CMI Subsidiaries other
than San Fernando Valley Regional PET Center, LLC and (ii) all of the Capital
Stock of San Fernando Valley Regional PET Center, LLC.


 


“CMI Purchase Agreement” means the Asset Purchase Agreement
dated as of January 6, 2003, by and among InSight Health Corp., Comprehensive
Medical Imaging., Inc., a Delaware corporation, Comprehensive Medical Imaging
Centers, Inc., a Delaware corporation, and Cardinal Health 414, Inc., a
Delaware corporation, in respect of the CMI Acquisition, together with all
schedules and exhibits thereto, as amended by that certain Amendment No. 1 to
Asset Purchase Agreement dated as of February 21, 2003, and by that certain
Amendment No. 2 to Asset Purchase Agreement dated as of March 30, 2003.


 


“Delayed-Draw Term Loan Borrowing Request” means a written
notice from the Borrower to the Administrative Agent requesting a Delayed-Draw
Term Loan and specifying (i) that a Delayed-Draw
Term Loan is requested, (ii) the date
of the requested borrowing (which shall be a Business Day at least ten (10)
Business Days after the date of receipt of such notice by the Administrative
Agent (or such later date as the Fronting Bank and the Administrative Agent may
agree with the Borrower in order to minimize the incurrence of costs by
the Borrower pursuant to Section 3.12(a) in
connection with such borrowing)), (iii) the aggregate principal amount to
be borrowed (which shall be at least $10,000,000 or an integral multiple of $1,000,000 in excess
thereof) and (iv) whether the borrowing shall be comprised of Base Rate
Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are
requested, the Interest Period(s) therefor.


 


“New Delayed-Draw Term Loan Borrowing
Request” means a written notice from the Borrower to the Administrative
Agent requesting a New Delayed-Draw Term
Loan and specifying (i) that a New
Delayed-Draw Term Loan is requested, (ii) the date of the requested
borrowing (which shall be a Business Day at least ten (10) Business Days after
the date of receipt of such notice by the Administrative Agent (or such later
date as the Fronting Bank and the Administrative Agent may agree with the
Borrower in order to minimize the incurrence of costs by the Borrower
pursuant to Section 3.12(a) in
connection with such borrowing)), (iii) the aggregate principal amount to
be borrowed (which shall be at least $10,000,000 or an integral multiple of $1,000,000 in excess
thereof, or the remaining amount of the New Delayed-Draw Term Loan Committed
Amount, if less) and (iv) whether the borrowing shall be comprised of Base
Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans
are requested, the Interest Period(s) therefor.


 


“Restricted Payment” means
(i) any dividend or other payment or distribution, direct or indirect, on
account of any shares of any class of Capital Stock of any Consolidated Party,
now or hereafter outstanding (including without limitation any payment on
account thereof in connection with any dissolution, merger, consolidation or
disposition involving any Consolidated Party), or to the holders, in their
capacity as such, of any shares of any class of Capital Stock of any
Consolidated Party, now or hereafter outstanding (other than (A) dividends
or distributions payable in Capital Stock of the applicable Person, dividends
or distributions payable (directly or indirectly through Subsidiaries) to any
Credit Party other than the Parent, (B) in the case of Joint Ventures
only, dividends, distributions or other payments paid ratably to each of the
holders of the Capital Stock of such Person) and (C) in the case of an
Acquired CMI Subsidiary other than San Fernando Valley Regional
PET Center, LLC, dividends, distributions
or other payments to the holder(s) of Economic


 


3

















 


Interests representing up to 10% of the total Economic Interests of
such Acquired CMI Subsidiary as part of a ratable distribution to all holders
of Economic Interests in such Acquired CMI Subsidiary, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of
Capital Stock of any Consolidated Party, now or hereafter outstanding,
(iii) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of any Consolidated Party, now or hereafter outstanding,
(iv) any payment or prepayment of principal of, premium, if any, or interest
on, including any redemption, purchase, retirement, defeasance, sinking fund or
similar payment with respect to, any Subordinated Indebtedness, (v) any
payment or prepayment of principal of, or premium or interest on, any
Indebtedness of a Consolidated Party held by any of the Sponsors or the Related
Parties or Affiliates and (vi) any loan or advance to the Parent.


 


“Subsidiary
Guarantor” means each of the Persons identified as a “Subsidiary Guarantor”
on the signature pages hereto and each Person which may hereafter execute a
Joinder Agreement, whether pursuant to Section 7.10 or otherwise at the
election of the Credit Parties, together with their successors and permitted
assigns, and “Subsidiary Guarantor” means any one of them.


 


B.                                     The
following new definitions are hereby added to Section 1.1 of the Existing
Credit Agreement in the appropriate alphabetical order:


 


“Acquired CMI Subsidiary” means any
one of Valencia MRI, LLC, San
Fernando Valley Regional PET Center, LLC
and Orange County Regional PET Center–Irvine, LLC, each of which is a
California limited liability company that became a Wholly Owned Subsidiary
pursuant to the CMI Acquisition.


 


“CDL Acquisition” means the
Acquisition by InSight Health Corp.
of the CDL Assets pursuant to the CDL Purchase Agreement.


 


“CDL Assets” shall have the meaning
assigned to the term “Assets” in Section 2.1 of the CDL Purchase Agreement.


 


“CDL Purchase Agreement” means the Asset Purchase Agreement dated as of June 19,
2003, by and among InSight Health Corp., CDL Medical Technologies, Inc., a
Pennsylvania corporation, Keith E. Loiselle, a resident of Pennsylvania,
and David J. Simile, a resident of Pennsylvania, in respect of the CDL Acquisition, together with all schedules and
exhibits thereto.


 


“Economic Interest”, in respect of any
Acquired CMI Subsidiary other than San Fernando Valley Regional PET Center,
LLC, shall have the meaning assigned to such term in the operating agreement of
such Person.


 


SUBPART
2.2  Amendments to Section 1.3.  The first paragraph of Section 1.3 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


 


1.3                               Accounting
Terms.


 


Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted, and all
financial statements and certificates and reports as to financial matters
required to be delivered to the Lenders hereunder shall be prepared, in
accordance with GAAP applied on a consistent basis; provided, however,
that (i) calculations of the implied principal component of all obligations
under any Synthetic Lease or the implied interest component of any rent paid
under any Synthetic Lease shall be made by the Borrower in accordance with
accepted financial practice and consistent with the terms of such Synthetic
Lease and (ii) the “minority interest(s)” as used herein
shall include any Economic Interest in an Acquired CMI Subsidiary held by a
Person that is not a Credit Party.  All


 


4

















 


calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.1 (or, prior to the delivery of the first
financial statements pursuant to Section 7.1, consistent with the
financial statements as at June 30, 2001), but, in any event, after
elimination for minority interests; provided, however, if
(a) the Credit Parties shall object to determining such compliance on such
basis at the time of delivery of such financial statements due to any change in
GAAP or the rules promulgated with respect thereto or (b) the
Administrative Agent or the Required Lenders shall so object in writing within
60 days after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial statements
delivered by the Credit Parties to the Lenders as to which no such objection
shall have been made.


 


SUBPART 2.3 New Section 7.17.  The following new Section 7.17 is hereby added to the
Existing Credit Agreement immediately following existing Section 7.16
thereof:


 


7.17                        Additional Further
Assurances regarding CDL Assets.


 


Notwithstanding any provision
of this Credit Agreement to the contrary, the Borrower shall cause to be
delivered to the Administrative Agent by September 30, 2003 (or such
later date as the Administrative Agent shall reasonably determine)
all items in respect of the Property acquired
in the CDL Acquisition, if any, required to be delivered by the terms of
Sections 7.10 and 7.11 hereof.


 


SUBPART
2.4  Amendments to Section 11.14.  Section 11.14 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:


 


11.14                 Confidentiality.


 


Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its (and its Affiliates’)
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to
the extent requested by any regulatory authority; (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process; provided, however, that, prior to disclosure pursuant to
this clause (c), reasonable efforts shall be made to give the Borrower notice
of request for disclosure and the Borrower shall be given a reasonable
opportunity, at its expense, to prevent the disclosure or have the Information
maintained as confidential under a protective order; (d) to any other
party to this Credit Agreement; (e) in connection with the exercise of any
remedies hereunder or any of the other Credit Documents or any suit, action or
proceeding relating to this Credit Agreement or any of the other Credit Documents
or the enforcement of rights hereunder or thereunder; (f) to any Lender,
any Affiliate of a Lender or any Approved Fund, or, with the consent of the
Borrower (not to be unreasonably withheld) or, if an Event of Default has
occurred and is continuing, subject to an agreement containing provisions
substantially the same as those of this Section 11.14, to any other
prospective Eligible Assignee of or Participant in connection with an
assignment or participation pursuant to Section 11.3; (g) with the consent
of the Borrower; (h) to the extent that, other than as a result of a
breach of this Section 11.14, such Information (i) becomes publicly
available or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Consolidated
Parties, other than as a result of a breach by such source of a confidentiality
agreement with any Consolidated Party with respect to which breach the Person
proposing to disclose Information in accordance with this Section 11.14(i)(ii)
has actual knowledge; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender’s or its
Affiliates’ investment portfolio in connection with ratings issued with respect
to such Lender or its Affiliates.  For
the purposes of this Section 11.14, “Information” means all
information received from the Credit Parties relating to the Consolidated
Parties or their business,


 


5

















 


other than any
such information that is available to the Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by the Consolidated Parties.  Any Person required to maintain the
confidentiality of Information as provided in this Section 11.14 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.  Notwithstanding anything
herein to the contrary, “Information” shall not include, and the Administrative
Agent and each Lender may disclose without limitation of any kind, any
information with respect to the “tax treatment” and “tax structure” (in each
case, within the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent
or such Lender relating to such tax treatment and tax structure; provided
that (i) the foregoing permission to
disclose the “tax treatment” and “tax structure” does not permit the disclosure
of any information that is not relevant to understanding the “tax treatment” or
“tax structure” (including the identity of any party and the amounts paid in
connection with the contemplated transaction), and (ii) with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.


 


SUBPART
2.5  Additional Amendments.  Each
reference to the term “Joint Venture” or “Joint Ventures” in Section 7.1(e), Section 7.10(b), Section 7.13,
Section 7.14, Section 8.1(c)(iii), Section 8.6(g) and
Section 8.11(d) of the Existing Credit Agreement shall be deemed to refer
to a Joint Venture which is not a Credit Party or Joint Ventures which are not
Credit Parties, respectively.


 


PART 3

WAIVERS AND CONSENT


 


Subject to the
occurrence of the Second Amendment Effective Date, the Required Lenders, the
Required Revolving Lenders, the Required Unfunded Delayed-Draw Term Lenders and
the Required Unfunded New Delayed-Draw Term Lenders (collectively, the “Requisite
Lenders”) agree as follows:


 


SUBPART
3.1  CDL Acquisition.  Provided that the CDL Acquisition Closing
Conditions shall have been satisfied for the CDL Acquisition Closing (as
reasonably determined by the Administrative Agent), the Requisite Lenders
hereby consent to the CDL Acquisition and further agree as follows:


 


(a)                                  The requirement that the aggregate consideration (including cash and non-cash consideration, any
assumption of Indebtedness, any earn-out payments, and any proceeds of any Equity Issuance by any
Consolidated Party to any of the Sponsors or the Related Parties in connection with such Acquisition) paid
by the Consolidated Parties in respect of
the CDL Acquisition not exceed $30,000,000, as set forth in
clause (i)(vii)(A) of Section 8.6 of the Amended Credit Agreement, is
hereby waived; provided, however, that the aggregate purchase
price (excluding fees and expenses associated with the CDL Acquisition and the
financing thereof) paid by the Consolidated Parties for all of the CDL Assets
is not in excess of $50,000,000.


 


(b)                                 The requirement that the aggregate consideration (including cash and non-cash consideration, any
assumption of Indebtedness and any earn-out payments, but excluding the proceeds of any Equity Issuance by
any Consolidated Party to any of the Sponsors or the Related Parties in connection with such Acquisition) paid
by the Consolidated Parties in respect of
all Acquisitions consummated during the period from October 18, 2002 to October
17, 2003 not exceed $45,000,000, as set forth in
clause (i)(viii)(2) of Section 8.6 of the Amended Credit Agreement,
is hereby waived solely with respect to the CDL Acquisition and the consideration paid by the Consolidated
Parties in respect of the CDL Acquisition
shall be excluded from any future calculation under
Section 8.6(i)(viii)(2) of the Amended Credit Agreement; provided, however,
that the aggregate purchase price (excluding fees and expenses associated with
the CDL


 


6

















 


Acquisition and the financing thereof) paid by the Consolidated Parties
for all of the CDL Assets is not in excess of $50,000,000; and


 


SUBPART
3.2  Transfer of Designated CMI
Centers to New Joint Ventures.  Notwithstanding the provisions of Section
8.5 of the Amended Credit Agreement or any
other provision of the Amended Credit
Agreement to the contrary, Insight Health Corp. and/or Valencia MRI, LLC
may transfer the assets associated with and/or used in the operation of any
Designated CMI Centers to a New CMI Joint Venture, provided that
(a) the consideration paid by each joint venturer (other than Insight
Health Corp.) in exchange for an equity interest in such New CMI Joint Venture
shall be at least 75% cash or Cash Equivalents and contemporaneously received
by Insight Health Corp. at the time of such exchange and (b) the aggregate
equity interests in any such New CMI Joint Venture held by all Persons other
than Credit Parties shall not exceed 15% of the total Capital Stock of the
applicable New CMI Joint Venture.  Notwithstanding any provision of the Existing
Credit Agreement to the contrary, any transfer of assets permitted under
this Subpart 3.2 shall be deemed to be an “Excluded Asset Disposition” for
all purposes of the Amended Credit Agreement. 
Upon the consummation of any transfer of assets permitted under this
Subpart 3.2, (i) unless the applicable New CMI Joint Venture executes
a Joinder Agreement in substantially the same form as Exhibit 7.10 to
the Amended Credit Agreement and complies with the requirements of
Section 7.11 of the Amended Credit Agreement, the ownership interest of
the Consolidated Parties in such New CMI Joint Venture shall be deemed to be an
Investment in a Joint Venture which is not a Credit Party for purposes of
Section 8.6 of the Amended Credit Agreement in the amount equal to the fair
market value of the transferred assets less the amount of distributions
received by Insight Health Corp. from proceeds of capital contributions made in
such New CMI Joint Venture by the other joint venturers in exchange for an
equity interest therein and (ii) the
Administrative Agent shall (to the extent applicable) deliver to the Credit
Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably
necessary to evidence the release of the Administrative Agent’s security
interest, if any, in the applicable assets, including, without limitation,
amendments or terminations of UCC financing statements, if any.


 


The consents
and waivers contained herein shall not act as a consent to any other action or
inaction by any Credit Party, and the waivers set forth in this Part III are
one-time waivers and are granted only for the limited purposes set forth herein
and shall be effective only in the specific circumstances provided for above
and only for the purposes for which given. 
Except as waived pursuant to the terms of this Part III or
amended pursuant to Part II, the Existing Credit Agreement and all other
Credit Documents shall continue in full force and effect.


 


PART 4

CONDITIONS TO EFFECTIVENESS


 


This Amendment
shall be and become effective as of the date hereof (the “Second Amendment
Effective Date”) when all of the conditions set forth in this Part 4
shall have been satisfied, and thereafter this Amendment shall be known, and
may be referred to, as the “Second Amendment.”


 


SUBPART 4.1  Counterparts of Amendment.  The Administrative Agent shall have received
counterparts (or other evidence of execution, including telephonic message,
satisfactory to the Administrative Agent) of this Amendment, which collectively
shall have been duly executed on behalf of each of the Borrower, the Guarantors
and the Requisite Lenders.


 


SUBPART
4.2  Amendment Fee.  For the account of each Lender approving
this Amendment by 12:00 noon Charlotte, North Carolina time on July
10, 2003 (as evidenced by delivery of an executed signature page prior to
such time), the Administrative Agent shall have received an amendment fee equal
to 10 basis points on the amount equal to the sum of (i) such Lender’s
Revolving Commitment plus (ii) such Lender’s Delayed-Draw Term Loan Commitment plus
(iii) such Lender’s New Delayed-Draw
Term Loan Commitment plus (iv) the outstanding Tranche B Term Loans held by such Lender.


 


SUBPART
4.3  Other Fees and Out of Pocket
Costs.  The Borrower shall have paid
any and all reasonable out-of-pocket costs (to the extent invoiced) incurred by
the Administrative Agent or Banc of


 


7

















 


America Securities LLC
(including the reasonable fees and expenses of the Administrative Agent’s legal
counsel), and all other fees and other amounts payable to the Administrative
Agent or Banc of America Securities LLC, in each case in connection with the
arrangement, negotiation, preparation, execution and delivery of this
Amendment.


 


PART 5

MISCELLANEOUS


 


SUBPART
5.1  Representations and Warranties.  The Credit Parties hereby represent and
warrant to the Administrative Agent and the Lenders that (a) after giving
effect to this Amendment, (i) no Default or Event of Default exists under the
Credit Agreement or any of the other Credit Documents and (ii) the
representations and warranties set forth in Section 6 of the Amended
Credit Agreement are, subject to the limitations set forth therein, true and
correct in all material respects as of the date hereof (except for those which
expressly relate to an earlier date) and (b) the transactions contemplated in
this Amendment are not prohibited by the Subordinated Note Indenture (as in
effect immediately prior to the Second Amendment Effective Date.


 


SUBPART
5.2  Reaffirmation of Credit Party
Obligations.  Each Credit Party
hereby ratifies the Amended Credit Agreement and acknowledges and reaffirms (i)
that it is bound by all terms of the Amended Credit Agreement and (ii) that it
is responsible for the observance and full performance of the Credit Party
Obligations.  Without limiting the
generality of the proceeding sentence, (i) each of the Guarantors restates that it jointly and severally guarantees
the prompt payment when due of all Credit
Party Obligations, in accordance with, and pursuant to the terms of, Section 4
of the Existing Credit Agreement and (ii) each of the Credit
Parties agrees that all references in the
Collateral Documents to the term “Credit Party Obligations” shall be deemed to
include all of the obligations of the Credit Parties to the Lenders and the
Administrative Agent, whenever arising, under the Amended Credit Agreement, the
Collateral Documents or any of the other Credit Documents (including, but not
limited to, any interest accruing after the occurrence of a Bankruptcy Event
with respect to any Credit Party, regardless of whether such interest is an
allowed claim under the Bankruptcy Code).


 


SUBPART
5.3  Cross-References.  References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.


 


SUBPART
5.4  Instrument Pursuant to Existing
Credit Agreement.  This Amendment is
a Credit Document executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and
applied in accordance with the terms and provisions of the Existing Credit
Agreement.


 


SUBPART
5.5  References in Other Credit
Documents.  At such time as this
Amendment shall become effective pursuant to the terms of Subpart 4.1, all
references in the Existing Credit Documents to the “Credit Agreement” shall be
deemed to refer to the Credit Agreement as amended by this Amendment.


 


SUBPART
5.6  Counterparts.  This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


SUBPART
5.7  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SUBPART
5.8  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


SUBPART
5.9  Costs, Expenses.  The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery and


 


8

















 


administration of this
Amendment (including, without limitation, the fees and expenses of counsel to
the Administrative Agent) in accordance with the terms of Section 11.5 of the
Existing Credit Agreement.


 


9

















 


IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


 


	
  BORROWER:

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven T. Plochocki

  	
   

  
	
   

  	
  Name:

  	
  Steven T. Plochocki

  	
   

  
	
   

  	
  Title:

  	
  President & Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARENT:

  	
  INSIGHT HEALTH SERVICES

  HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven T. Plochocki

  	
   

  
	
   

  	
  Name:

  	
  Steven T. Plochocki

  	
   

  
	
   

  	
  Title:

  	
  President & Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  SUBSIDIARY

  	
   

  
	
  GUARANTORS:

  	
  INSIGHT HEALTH CORP.

  OPEN MRI, INC.

  MAXUM HEALTH CORP.

  RADIOSURGERY CENTERS, INC.

  MAXUM HEALTH SERVICES CORP.

  DIAGNOSTIC SOLUTIONS CORP.

  MAXUM HEALTH SERVICES

  OF NORTH TEXAS, INC.

  MAXUM HEALTH SERVICES

  OF DALLAS, INC.

  NDDC, INC.

  SIGNAL MEDICAL SERVICES, INC.

  MRI ASSOCIATES, L.P.

  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven T. Plochocki

  	
   

  
	
   

  	
  Name:

  	
  Steven T. Plochocki

  	
   

  
	
   

  	
  Title:

  	
  President & Chief Executive Officer

  	
   

  
					



 


10

















 


	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.
In its capacity as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kathleen M. Carry

  	
   

  
	
   

  	
  Name:

  	
    Kathleen M. Carry

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.
Individually in its capacity as a Lender and

  In its capacity as Issuing Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Peter D. Griffith

  	
   

  
	
   

  	
  Name:

  	
    Peter D. Griffith

  	
   

  
	
   

  	
  Title:

  	
    Managing Director

  	
   

  
					



 


11

















 


	
  LENDERS AND OTHER AGENTS:

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as Syndication Agent

  And as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Harry E. Ellis

  	
   

  
	
   

  	
  Name:

  	
    Harry E. Ellis

  	
   

  
	
   

  	
  Title:

  	
    Managing Director, Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.,
As Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John P. Sirico, II

  	
   

  
	
   

  	
  Name:

  	
    John P. Sirico, II

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


12

















 


	
  LENDER:

  	
  Addison, CDO, Limited (#1279)

  
	
   

  	
  By:           Pacific
  Investment Management Company, LLC,

  As its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
  Name:

  	
    Mohan V. Phansalkar

  	
   

  
	
   

  	
  Title:

  	
    Executive Vice President

  	
   

  
					



 


13

















 


	
  LENDER:

  	
  AIMCO CLO SERIES 2001-A

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Signature

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Signature

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


14

















 


	
  LENDER:

  	
  ALLSTATE LIFE INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Signature

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Signature

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


15

















 


Signature Pages RE:  InSight Health Services Corp – Second Amendment, Waiver and
Consent dated July 11, 2003


 


	
   

  	
  ARCHIMEDES FUNDING III, Ltd.

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  ARCHIMEDES FUNDING IV, Ltd.

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  Nemean CLO, Ltd. 

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  ENDURANCE CLO I, LTD.

  
	
   

  	
  c/o

  	
  ING Capital Advisors, LLC

  As Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  ORYX CLO, Ltd., as a Lender

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS-ING (HBDGM), LTD.

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  BALANCED HIGH-YIELD FUND II, LTD., as
  Lender

  
	
   

  	
  BY:

  	
  ING Capital Advisors, LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Helen Y. Rhee

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
						



 


16

















 


	
  LENDERS:

  	
  ARES Leveraged Investment Fund II, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:  ARES Management II, L.P.

  
	
   

  	
  Its:   General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Jeff Moore

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Jeff Moore

  	
   

  
	
   

  	
  Title:

  	
   

  	
   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARES IV CLO Ltd.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ARES CLO
  Management IV, L.P.,

  Investment Manager

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ARES CLO GP
  IV, LLC,

  Its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Jeff Moore

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Jeff Moore

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARES V CLO Ltd.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ARES CLO
  Management V, L.P.,

  Investment Manager

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ARES CLO GP
  V, LLC,

  Its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Jeff Moore

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Jeff Moore

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
							



 


17

















 


	
  LENDERS:

  	
  BRYN MAWR CLO, Ltd.

  
	
   

  	
   

  
	
   

  	
  BY:  Deerfield Capital
  Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Dale Burrow

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Dale Burrow

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
						



 


18

















 


	
  LENDERS:

  	
  Sankaty Advisors, LLC as Collateral

  Manager for Castle Hill I – INGOTS, Ltd.,

  As Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Name:

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Title:

  	
  Managing Director/Portfolio Manager

  	
   

  



 


19

















 


	
  LENDERS:

  	
  Sankaty Advisors, LLC as Collateral

  Manager for Castle Hill II – INGOTS, Ltd.,

  As Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Name:

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Title:

  	
  Managing Director/Portfolio Manager

  	
   

  



 


20

















 


	
  LENDERS:

  	
  CENTURION COO VI, Ltd.

  By:  American Express Asset Management
  Group, Inc.

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Leanne Stavrakis

  	
   

  
	
   

  	
  Name:

  	
  Leanne Stavarkis

  	
   

  
	
   

  	
  Title:

  	
  Director – Operations

  	
   

  



 


21

















 


	
  LENDERS:

  	
  Nomura Corporate Research and Asset Management, Inc.

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  Clydesdale CLO 2001-1, Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Elizabeth O. MacLean

  	
   

  
	
   

  	
  Name:

  	
  Elizabeth O. MacLean

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


22

















 


	
  LENDERS:

  	
  Denali
  Capital LLC, managing member of

  DC Funding Partners, portfolio manager for

  DENALI CAPITAL CLO I, LTD., or any

  affiliate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John P. Thacker

  	
   

  
	
   

  	
  Name:

  	
  John P. Thacker

  	
   

  
	
   

  	
  Title:

  	
  Chief Credit Officer

  	
   

  



 


23

















 


	
  LENDERS:

  	
  Denali
  Capital LLC, managing member of

  DC Funding Partners, portfolio manager for

  DENALI CAPITAL CLO II, LTD., or any

  affiliate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John P. Thacker

  	
   

  
	
   

  	
  Name:

  	
  John P. Thacker

  	
   

  
	
   

  	
  Title:

  	
  Chief Credit Officer

  	
   

  



 


24

















 


	
  LENDERS:

  	
  Denali
  Capital LLC, managing member of

  DC Funding Partners, portfolio manager for

  DENALI CAPITAL CLO III, LTD., or any

  affiliate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John P. Thacker

  	
   

  
	
   

  	
  Name:

  	
  John P. Thacker

  	
   

  
	
   

  	
  Title:

  	
  Chief Credit Officer

  	
   

  



 


25

















 


	
  LENDERS:

  	
  Flagship CLO
  2001-1

  By:  Flagship Capital Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Colleen Cunniffe

  	
   

  
	
   

  	
  Name:

  	
  Colleen Cunniffe

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Flagship CLO
  II

  By:  Flagship Capital Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Colleen Cunniffe

  	
   

  
	
   

  	
  Name:

  	
  Colleen Cunniffe

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


26

















 


	
  LENDERS:

  	
  FOREST CREEK
  CLO, Ltd.

  
	
   

  	
  By:  Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dale Burrow

  	
   

  
	
   

  	
  Name:

  	
  Dale Burrow

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


27

















 


	
  LENDERS:

  	
  Franklin CLO
  II, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Madeline Lam

  	
   

  
	
   

  	
  Name:

  	
  Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


28

















 


	
  LENDERS:

  	
  Franklin CLO
  IV, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Madeline Lam

  	
   

  
	
   

  	
  Name:

  	
  Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


29

















 


	
  LENDERS:

  	
  Franklin
  Floating Rate Daily Access Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Madeline Lam

  	
   

  
	
   

  	
  Name:

  	
  Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 


30

















 


	
  LENDERS:

  	
  Franklin
  Floating Rate Master Series

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Madeline Lam

  	
   

  
	
   

  	
  Name:

  	
  Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 


31

















 


	
  LENDERS:

  	
  General Electric
  Capital Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Douglas Lynch

  	
   

  
	
   

  	
  Name:

  	
  Douglas Lynch

  	
   

  
	
   

  	
  Title:

  	
  US Chief Risk Officer

  	
   

  



 


32

















 


	
  LENDERS:

  	
  HARBOUR TOWN
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Name:

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 


33

















 


	
  LENDERS:

  	
  HARBOURVIEW
  CLO IV, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Bill Campbell

  	
   

  
	
   

  	
  Name:

  	
  Bill Campbell

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  



 


34

















 


	
  LENDERS:

  	
  HARBOURVIEW
  CLO V, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Bill Campbell

  	
   

  
	
   

  	
  Name:

  	
  Bill Campbell

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  



 


35

















 


	
  LENDERS:

  	
  ING PRIME
  RATE TRUST

  
	
   

  	
  By:  ING Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Michel Prince

  	
   

  
	
   

  	
  Name:

  	
  Michel Prince, CFA

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ML CLO XX PILGRIM AMERICA

  (CAYMAN) LTD,

  
	
   

  	
  By: 
  ING Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PILGRIM AMERICA HIGH INCOME

  INVESTMENTS LTD,

  
	
   

  	
  BY: 
  ING Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS – PILGRIM I, LTD

  
	
   

  	
  By: 
  ING Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PILGRIM CLO 1999 – 1 LTD.

  
	
   

  	
  By: 
  ING Investments, LLC

  as its investment manager

  



 


36

















 


	
  LENDERS:

  	
  Jissekikun
  Funding, Ltd. (#1288)

  
	
   

  	
  By: 
  Pacific Investment Management Company, LLC,

  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  



 


37

















 


	
  LENDERS:

  	
  KZH
  CYPRESSTREE 1 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Name:

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


38

















 


	
  LENDERS:

  	
  KZH ING-2
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Name:

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


39

















 


	
  LENDERS:

  	
  KZH SOLEIL-2
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Name:

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


40

















 


	
  LENDERS:

  	
  KZH STERLING
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Name:

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


41

















 


	
  LENDERS:

  	
  KZH
  WATERSIDE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Name:

  	
  Dorian Herrera

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


42

















 


	
  LENDERS:

  	
  LIBERTY
  FLOATING RATE

  ADVANTAGE FUND

  
	
   

  	
   

  
	
   

  	
  By:  Columbia Management Advisors, Inc.

  (f/k/a Stein
  Roe & Farnham Incorporated),

  As Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Brian J. Murphy

  	
   

  
	
   

  	
  Name:

  	
  Brian J. Murphy

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


43

















 


	
  LENDERS:

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Terence S. Dougherty

  	
   

  
	
   

  	
  Name:

  	
  Terence S. Dougherty

  	
   

  
	
   

  	
  Title:

  	
  Officer

  	
   

  



 


44

















 


	
  LENDERS:

  	
  Morgan
  Stanley Prime Income Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Peter Gewirtz

  	
   

  
	
   

  	
  Name:

  	
  Peter Gewirtz

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


45

















 


	
  LENDERS:

  	
  MUIRFIELD
  TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Name:

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 


46

















 


	
  LENDERS:

  	
  Nomura Bond
  and Loan Fund

  
	
   

  	
  By: UFJ Trust Bank Limited

  As Trustee

  
	
   

  	
  By: Nomura Corporate Research and Asset Management
  Inc.

  Attorney in Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Elizabeth O. MacLean

  	
   

  
	
   

  	
  Name:

  	
  Elizabeth O. MacLean

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


47

















 


	
  LENDERS:

  	
  NORTHWOODS
  CAPITAL LIMITED

  
	
   

  	
  BY: 
  ANGELO, GORDON & CO., LP.,

  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John W. Fraser

  	
   

  
	
   

  	
  Name:

  	
  John W. Fraser

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


48

















 


	
  LENDERS:

  	
  NORTHWOODS
  CAPITAL II, LIMITED

  
	
   

  	
  BY: 
  ANGELO, GORDON & CO., LP.,

  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John W. Fraser

  	
   

  
	
   

  	
  Name:

  	
  John W. Fraser

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


49

















 


	
  LENDERS:

  	
  NORTHWOODS
  CAPITAL III, LIMITED

  
	
   

  	
  BY: 
  ANGELO, GORDON & CO., LP.,

  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  John W. Fraser

  	
   

  
	
   

  	
  Name:

  	
  John W. Fraser

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


50

















 


	
  LENDERS:

  	
  OLYMPIC
  FUNDING TRUST, SERIES 1999-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Name:

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  	
   

  



 


51

















 


	
  LENDERS:

  	
  OPPENHEIMER
  SENIOR FLOATING RATE FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Bill Campbell

  	
   

  
	
   

  	
  Name:

  	
  Bill Campbell

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  



 


52

















 


	
  LENDERS:

  	
  Sankaty Advisors, LLC as Collateral

  Manager for Race Point CLO, Limited.,

  As Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Name:

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Title:

  	
  Managing Director/Portfolio Manager

  	
   

  



 


53

















 


	
  LENDERS:

  	
  Sankaty Advisors, LLC as Collateral

  Manager for Race Point II CLO, Limited.,

  As Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Name:

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Title:

  	
  Managing Director/Portfolio Manager

  	
   

  



 


54

















 


	
  LENDERS:

  	
  ROSEMONT
  CLO, Ltd.

  
	
   

  	
  By: 
  Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dale Burrow

  	
   

  
	
   

  	
  Name:

  	
  Dale Burrow

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


55

















 


	
  LENDERS:

  	
  San Joaquin
  CDO I Limited (#1282)

  
	
   

  	
  By: 
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  



 


56

















 


	
  LENDERS:

  	
  Sankaty High
  Yield Partners III, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Name:

  	
  Diane J. Exter

  	
   

  
	
   

  	
  Title:

  	
  Managing Director/Portfolio Manager

  	
   

  



 


57

















 


	
  LENDERS:

  	
  SEQUILS-Cumberland
  I, Ltd.

  
	
   

  	
  By: 
  Deerfield Capital Management LLC as its

  Collateral  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Dale Burrow

  	
   

  
	
   

  	
  Name:

  	
  Dale Burrow

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


58

















 


	
  LENDERS:

  	
  SEQUILS-MAGNUM,
  LTD. (#1280)

  
	
   

  	
  By: 
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  



 


59

















 


	
  LENDERS:

  	
  STANFIELD
  ARBITRAGE CDO, LTD.

  
	
   

  	
  By: 
  Stanfield Capital Partners, LLC

  As its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Christopher A. Bondy

  	
   

  
	
   

  	
  Name:

  	
  Christopher A. Bondy

  	
   

  
	
   

  	
  Title:

  	
  Partner

  	
   

  



 


60

















 


	
  LENDERS:

  	
  STANWICH
  LOAN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Name:

  	
  Ann E. Morris

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 


61

















 


	
  LENDERS:

  	
  STEIN ROE
  FLOATING RATE

  LIMITED LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:  Columbia Management Advisors, Inc.

  (f/k/a Stein Roe & Farnham Incorporated),

  As Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Brian J. Murphy

  	
   

  
	
   

  	
  Name:

  	
  Brian J. Murphy

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


62

















 


	
  LENDERS:

  	
  SUNAMERICA
  SENIOR FLOATING RATE FUND INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 
  Stanfield Capital Partners LLC

  As subadvisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Christopher A. Bondy

  	
   

  
	
   

  	
  Name:

  	
  Christopher A. Bondy

  	
   

  
	
   

  	
  Title:

  	
  Partner

  	
   

  



 


63

















 


	
  LENDERS:

  	
  VAN KAMPEN

  SENIOR INCOME TRUST

  By:  Van Kampen Investment Advisory
  Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Darvin D. Pierce

  	
   

  
	
   

  	
  Name:

  	
  Darvin D. Pierce

  	
   

  
	
   

  	
  Title:

  	
  Executive Director

  	
   

  



 


64

















 


	
  LENDERS:

  	
  VAN KAMPEN
  SENIOR LOAN FUND

  
	
   

  	
  By:  Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Darvin D. Pierce

  	
   

  
	
   

  	
  Name:

  	
  Darvin D. Pierce

  	
   

  
	
   

  	
  Title:

  	
  Executive Director

  	
   

  



 


65

















 


	
  LENDERS:

  	
  Wrigley CDO,
  Ltd. (#1285)

  
	
   

  	
  By: 
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  



 


66