Exhibit 4.2


 


SEVENTH SUPPLEMENTAL INDENTURE


 


This Seventh Supplemental Indenture, dated as of August 15,
2005 (this “Supplemental Indenture”), among MedQuest, Inc.
(together with its successors and assigns, the “Company”), MQ Associates, Inc.
(“Holdings”), the subsidiaries of the Company party to the Indenture (as
hereinafter defined) (the “Subsidiary Guarantors” and, together with
Holdings, the “Guarantors”) and Wachovia Bank, National Association, as
Trustee under the Indenture referred to below. 
Unless otherwise specified, capitalized terms used in this Supplemental
Indenture have the meanings assigned to them in the Indenture.


 


WITNESSETH:


 


WHEREAS, the Company, Holdings,
the Subsidiary Guarantors and the Trustee have heretofore executed and
delivered an Indenture, dated as of August 15, 2002 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing
for the issuance of an aggregate principal amount of $180,000,000 of the
Company’s 117/8% Senior Subordinated Notes due 2012 (the “Securities”);


 


WHEREAS, pursuant to Section 9.2 of the Indenture, (i) the
Company, the Guarantors and the Trustee may amend the Indenture (subject to
certain exceptions) with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding, and (ii) compliance
with the provisions of the Indenture may be waived (subject to certain
exceptions) with the written consent of the Holders of at least a majority in
principal amount of the Securities then outstanding (in both cases, the “Requisite
Consents”);


 


WHEREAS, the Company has solicited the consent of the
Holders of Securities as of July 29, 2005 (the “Record Date”) to
the Waiver and Proposed Amendments (as such terms are defined below) upon the
terms and subject to the conditions set forth in the Consent Solicitation
Statement and the related Letter of Consent and Release, each dated July 29,
2005 (together, as amended, supplemented or modified from time to time, the “Consent
Solicitation”);


 


WHEREAS, the consummation
of the Consent Solicitation is conditioned upon, among other things, the
proposed amendments (the “Proposed Amendments”) to the Indenture set
forth herein having been consented to by the Requisite Consents (and a
supplemental indenture in respect thereof having been executed and delivered)
with the effectiveness of such Proposed Amendments being subject to the
acceptance of such consents immediately following the expiration date (as such
term is defined in the Consent Solicitation) pursuant to the Consent
Solicitation (the “Acceptance”);


 


WHEREAS, pursuant to the Consent
Solicitation, the Company requested the consent of the Holders of Securities as
of the Record Date to, among other things, (i) waive (the “Waiver”)
any and all Defaults with respect to the Company’s noncompliance with the financial
reporting and other requirements specified in Sections 3.2, 3.18 and 3.20
of the Indenture, including, without limitation, the Company’s (and Holdings’)
failure to file Holdings’annual report on Form 10-K for the fiscal year
ended December 31, 2004 and Holdings’ quarterly report on Form 10-Q
for the quarter ended March 31, 2005, and any Events of Default that may
arise from such Defaults, in each case, which Defaults or Events of Defaults
are in existence as of the


 





















 


Effective Time (as defined below); (ii) until December 31,
2005, suspend compliance with the financial reporting covenants and related
delivery requirements specified in Sections 3.2, 3.18 and 3.20 of the
Indenture to the extent such covenants relate to the financial reports,
information, documents or statements to be provided, filed or made available
for annual or quarterly periods ending before December 31, 2005; and (iii) amend
Section 3.4(b) of the Indenture to provide that, at any time
after June 30, 2006, if certain conditions are met, the Company may make
certain payments to Holdings to permit Holdings to pay a cash dividend or
distribution to, or purchase, acquire or redeem Capital Stock of Holdings held
by affiliates of J.P. Morgan Partners LLC and certain other existing direct and
indirect stockholders of Holdings or by any other Persons; and


 


WHEREAS, the Company has received and delivered to the
Trustee the Requisite Consents to effect the Proposed Amendments and the Waiver
under the Indenture and has delivered an Officers’ Certificate to the Trustee
so certifying (together with a copy of the report from the tabulation and
information agent for the Consent Solicitation).


 


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


 


ARTICLE I



DEFINITIONS


 


1.1                               Defined
Terms.


 


As used in this Supplemental Indenture, terms defined
in the Indenture or in the preamble or recital hereto are used herein as
therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.


 


1.2                               Effective Time.


 


As used in this Supplemental Indenture, the term “Effective
Time” shall be the time at which all of the conditions to the Consent
Solicitation have been satisfied or waived by the Company, which shall be
concurrent with the Acceptance.  The Company shall promptly give the Trustee
written notice of the Effective Time.


 


2





















 


ARTICLE II



AMENDMENTS TO INDENTURE


 


2.1                               Amendments
to Section 1.1.


 


Effective upon, and subject only to, the Acceptance,
the provisions of Section 1.1 of the Indenture are amended by inserting the
following defined terms in their respective
correct alphabetical order:


 


 “Additional Equity Investment” means at
least $20.0 million in the aggregate in cash received by Holdings in
consideration for the sale by Holdings to the Equity Investors of shares of
Qualified Stock of Holdings pursuant to a purchase agreement to be entered into
between Holdings and the Equity Investors.


 


“Additional
Interest Payments” means a cash interest amount which will accrue on the principal
amount of the Securities from July 1, 2005 (or from the most recent date
to which the Additional Interest Payments have been made) to (but not
including) the earlier of the Restatement Date or the Default Notice Date at a
rate of 1.00% per annum, to be computed on the basis of a 360-day year
comprised of twelve 30-day months. The Additional Interest Payments shall be
paid by the Company quarterly in arrears (i) on October 15, 2005 (for
the quarter ended September 30, 2005) to the Holders of record as of the
close of business on October 1, 2005, (ii) on January 15, 2006
(for the quarter ended December 31, 2005) to the Holders of record as of
the close of business on January 1, 2006 and (iii) on the 15th
day of the month following the end of each subsequent calendar quarter to the
Holders of record as of the close of business on the first day immediately
following the end of such quarter. The Company’s obligation to make Additional
Interest Payments is in addition to its obligation to pay semiannual cash
interest on the Securities as specified in paragraph 1 of the Securities.


 


The method of payment
for such Additional Interest Payments shall be made in accordance with the same
terms and provisions set forth in this Indenture and the Securities relating to
the payment of cash interest on the Securities.


 


“Consent Fee”
means a payment in cash to the tabulation agent appointed by the Company for
such purpose for the benefit of the Consenting Noteholders equal to $2.50 for
each $1,000 principal amount of the Securities for which consents were
delivered by each such Consenting Noteholder and accepted by the Company.


 


“Consenting
Noteholders” means the Persons in whose names Securities were registered in
the Notes Register on July 29, 2005


 


3





















 


from whom properly
executed, unrevoked Letters of Consent and Release were received on or prior to
the expiration date in accordance with the Company’s Consent Solicitation
Statement dated July 29, 2005 and the related Letter of Consent and
Release.


 


“Consolidated
Leverage Ratio” means as of any date of determination, with respect to any
Person, the ratio of (x) Consolidated Total Debt on such date of determination
to (y) the aggregate amount of Consolidated EBITDA for the period of four
consecutive fiscal quarters ending prior to the date of determination for which
financial statements are in existence; provided, however, that:


 


(1)                                  if since the beginning of such period such Person or
any Restricted Subsidiary of such Person will have disposed of any company,
division, diagnostic imaging center, operating unit, segment, business, group
of related assets or line of business, the Consolidated EBITDA for such period
will be reduced by an amount equal to the Consolidated EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset
Disposition for such period or increased by an amount equal to the Consolidated
EBITDA (if negative) directly attributable thereto for such period;


 


(2)                                  if since the beginning of such period such Person or
any Restricted Subsidiary of such Person (by merger or otherwise) will have
made an Investment in any Restricted Subsidiary (or another Person which
becomes a Restricted Subsidiary or is merged with or into such Person) or an
acquisition of assets, which constitutes all or substantially all of any
company, division, diagnostic imaging center, operating unit, segment,
business, group of related assets or line of business, Consolidated EBITDA for
such period will be calculated after giving pro forma effect thereto (including
the Incurrence of any Indebtedness) as if such Investment or acquisition
occurred on the first day of such period; and


 


(3)                                  if since the beginning of such period another Person
(that subsequently became a Restricted Subsidiary or was merged with or into such Person or any of
its Restricted Subsidiaries since the beginning of such period) will have
Incurred any Indebtedness or discharged any Indebtedness, made any Asset
Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (1) or (2) above if made by such
Person or its Restricted Subsidiary during such period, Consolidated EBITDA for
such period will be calculated after giving pro forma effect thereto as if such
Incurrence, discharge, Asset Disposition or Investment or acquisition of assets
occurred on the first day of such period.


 


4





















 


For purposes of this
definition, whenever pro forma effect is to be given to any calculation under
this definition, the pro forma calculations will be determined in good faith by
a responsible financial or accounting officer of such Person. Any such pro
forma calculations may include operating expense reductions for such period
resulting from the acquisition which is being given pro forma effect that (a) would
be permitted pursuant to Article 11 of Regulation S-X under the Securities
Act or (b) have been realized or for which the steps necessary for
realization have been taken or are reasonably expected to be taken within six
months following any such acquisition, including, but not limited to, the
execution or termination of any contracts, the termination of any personnel or
the closing (or approval by the Board of Directors of any closing) of any
diagnostic imaging center or facility, as applicable, provided that such
adjustments are set forth in an Officers’ Certificate signed by such Person’s
Chief Financial Officer and another Officer which states (i) the amount of
such adjustment or adjustments, (ii) that such adjustment or adjustments
are based on the reasonable good faith beliefs of the Officers executing such
Officers’ Certificate at the time of such execution and (iii) that any
related Incurrence of Indebtedness is permitted pursuant to this Indenture. If
any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness will be calculated as if the
rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness if such Interest Rate Agreement has a remaining term in
excess of 12 months). If any Indebtedness that is being given pro forma effect
bears an interest rate at the option of such Person, the interest rate shall be
calculated by applying such optional rate chosen by such Person.


 


“Consolidated
Total Debt” means, at any date, the aggregate principal amount of all
Indebtedness, without duplication, of Holdings and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP, but excluding
Indebtedness of the type described in (a) clause (3) of the
definition thereof and, to the extent relating to clause (3), the types
described in clauses (7) and (8) of the definition thereof unless
such Indebtedness has been fully liquidated and is no longer a contingent
obligation, (b) clause (9) of the definition thereof and (c) clause
(10) of the definition thereof.


 


“Default Notice
Date” means, if the Restatement Date has not occurred by the Waiver
Expiration Date, the date that the Company receives a Notice of Default from
the Trustee or the Holders of 25% or more in principal amount of the Securities


 


5





















 


relating to the
failure to comply with Sections 3.2, 3.18 and/or 3.20 of the Indenture.


 


“Effective Time”
means the date specified as the effective time for the Seventh Supplemental
Indenture by and among the Company, the guarantors named therein and the
Trustee.


 


“Equity Investors”
means Affiliates and Related Persons of J.P. Morgan Partners LLC and certain
other direct and indirect existing stockholders of Holdings who are party to
that certain purchase agreement with Holdings to be entered into as of August        ,
2005 and their respective transferees, successors and assigns.


 


“Restatement Date”
means the date that Holdings has filed with the SEC its Annual Report on Form 10-K
for the year ended December 31, 2004 and all other past due periodic
reports required to be filed.


 


“Waiver Expiration
Date” means December 31, 2005.


 


2.2                               Amendments to Section 3.2.


 


Effective upon, and subject only to, the Acceptance,
the provisions of Section 3.2 of the Indenture are amended by deleting the
text of such Section in its entirety and inserting in lieu thereof the
following:


 


SECTION 3.2 SEC
REPORTS.


 


Notwithstanding that
the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act,
the Company shall (except as provided in the fourth paragraph of this Section 3.2)
file with the SEC, and make available to the Trustee and the registered Holders
of the Securities, the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that are specified in Sections 13 and 15(d) of the
Exchange Act within the time periods specified therein. In the event that the
Company is not permitted to file such reports, documents and information with
the SEC pursuant to the Exchange Act, the Company will nevertheless make
available such Exchange Act information to the Trustee and the Holders of the
Securities as if the Company were subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act within the time periods specified therein.


 


If the Unrestricted
Subsidiaries of the Company, either individually or in the aggregate, would
constitute a Significant Subsidiary (if such Subsidiaries were Restricted
Subsidiaries), then the quarterly and annual reports referred to in the
preceding paragraph shall include a Management’s Discussion and Analysis


 


6





















 


of Results of Operations
and Financial Condition that describes, for the relevant period, the financial
performance of the Company and its Restricted Subsidiaries.


 


Notwithstanding the
foregoing, so long as Holdings is a Guarantor, the reports, documents and
information required to be filed and provided as described above may be those
of Holdings, rather than the Company, so long as such filings would satisfy the
requirements of the Exchange Act and regulations promulgated thereunder.


 


Notwithstanding any
other provision in this Section 3.2 or the Securities, from the Effective
Time until the Waiver Expiration Date, and so long as (i) the Consenting
Noteholders receive the Consent Fee, (ii) the registered Holders as of the
close of business on each of October 1, 2005 and January 1, 2006
receive the Additional Interest Payments on the Securities when the same
becomes due and payable (as specified in the definition thereof) and (iii) Holdings
has received the Additional Equity Investment, the Company (or Holdings, as
applicable) shall not be required to file with the SEC or make available the
annual report and the other, information, documents and reports that the
Company (or Holdings, as applicable) otherwise would have been required to file
with the SEC or make available to the Trustee and the Holders of the Securities
pursuant to this Section 3.2.


 


In addition to the
foregoing, Holdings will file with the SEC a Current Report on Form 8-K (a) not
later than the 15th day after the end of each month beginning with the month of
May 2005, selected financial and operational information consisting of the
following: gross revenue, interest expense, scan volumes, existing center gross
revenue and number of centers in operation, total outstanding indebtedness,
cash bank balance and book balance (including outstanding checks) and amounts
available for borrowing under the Senior Credit Agreement; (b) not later
than the 45th day after the end of each month beginning with the month of May 2005,
selected financial and operating information consisting of net revenue and
capital expenditures; and (c) not later than the 45th day after
the end of each month beginning with the month of September 2005, selected
financial information consisting of operating cash flow; provided that
notwithstanding the foregoing, the first Current Report on Form 8-K filing
shall be made on or before July 29, 2005 and provided further that
Holdings’ obligation to make the filings specified in this paragraph with the
SEC shall cease upon the earlier of the Restatement Date and the Waiver
Expiration Date.


 


7





















 


2.3                               Amendments
to Section 3.4(b).


 


Effective
upon, and subject only to, the Acceptance, the provisions of Section 3.4(b) of
the Indenture are amended by deleting the “and” after clause (14) thereof, (ii) deleting
the “.” after clause (15) thereof and inserting a “;” in lieu thereof and (iii) inserting
the following text in the correct numerical order:


 


(16)                            at any time after June 30, 2006, so long as the
Consolidated Leverage Ratio (determined after giving effect to any Incurrence
of Indebtedness used to finance such Restricted Payment) is not more than 5.1
to 1.0, the declaration and payment of cash dividends or distributions to
Holdings to allow Holdings (i) to pay cash dividends or distributions to
holders of Holdings’ Capital Stock and/or (ii) to purchase, repurchase
redeem or otherwise acquire Qualified Stock of Holdings held by the Equity
Investors or by any other Persons, in the case of both clauses (i) and (ii) in
an amount up to $10.0 million; provided, however, that such amount will be
included in subsequent calculations of the amount of Restricted Payments.


 


ARTICLE III



WAIVER


 


3.1                               Waiver.


 


Effective
upon, and subject to, the Acceptance, any Default or Event of Default under the
Indenture then in existence as a result of the failure by the Company to comply
with Sections 3.2, 3.18 and 3.20 of the Indenture and the consequences of any
such Default or Event of Default shall be waived in accordance with Section 6.4
of the Indenture.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1                               Parties.


 


Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.


 


4.2                               Governing
Law.


 


This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


8





















 


4.3                               Severability
Clause.


 


In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.


 


4.4                               Ratification
of Indenture; Supplemental Indentures Part of Indenture.


 


Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.  The recitals contained herein shall be taken
as the statements of the Company and the Guarantors and the Trustee assumes no
responsibility for their correctness.  The
Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture.


 


4.5                               Conflict
with Trust Indenture Act.


 


If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the
Trust Indenture Act of 1939 (the “TIA”) that is required or deemed under
the TIA to be part of and govern any provision of this Supplemental Indenture,
such required or deemed provision of the TIA shall control. If any provision of
this Supplemental Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the provision of the TIA shall be deemed to
apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture.


 


4.6                               Successors.


 


All agreements of the Company and the Guarantors in this Supplemental
Indenture shall bind their respective successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.


 


4.7                               Counterparts.


 


The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.


 


4.8                               Headings.


 


The headings of the Articles and the Sections in this
Supplemental Indenture are for convenience of reference only and shall not be
deemed to alter or affect the meaning or interpretation of any provisions
hereof.


 


[signature page follows]


 


9





















 


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


 


	
   

  	
  WACHOVIA BANK NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles S. Hodges

  	
   

  
	
   

  	
   

  	
  Name: Charles S. Hodges

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDQUEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald C. Tomasso

  	
   

  
	
   

  	
   

  	
  Name: Donald C. Tomasso

  
	
   

  	
   

  	
  Title: Interim Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MQ ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald C. Tomasso

  	
   

  
	
   

  	
   

  	
  Name: Donald C. Tomasso

  
	
   

  	
   

  	
  Title: Interim Chief Executive Officer

  



 





















 


	
  IMAGING SERVICES
  OF ALABAMA, INC.

  	
   

  	
  MRI &
  IMAGING OF WISCONSIN, INC.

  
	
   

  	
   

  	
   

  
	
  ANDERSON
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  LEXINGTON OPEN
  MRI, INC.

  
	
   

  	
   

  	
   

  
	
  ASHEVILLE OPEN
  MRI, INC.

  	
   

  	
  MECKLENBURG
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  BIOIMAGING AT
  CHARLOTTE, INC.

  	
   

  	
  MEDQUEST
  ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
  BIOIMAGING AT
  HARDING, INC.

  	
   

  	
  MISSOURI
  IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  BIOIMAGING OF
  COOL SPRINGS, INC.

  	
   

  	
  MOBILE OPEN MRI,
  INC.

  
	
   

  	
   

  	
   

  
	
  CABARRUS
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  OCCUPATIONAL
  SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
  CAPE FEAR
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  PALMETTO
  IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  CAROLINA
  IMAGING, INC. OF FAYETTEVILLE

  	
   

  	
  PHOENIX
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  CHAPEL HILL
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  PIEDMONT
  IMAGING, INC. (FORSYTH)

  
	
   

  	
   

  	
   

  
	
  CHATTANOOGA
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  PIEDMONT
  IMAGING, INC. (SPARTANBURG)

  
	
   

  	
   

  	
   

  
	
  DOTHAN
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  OPEN MRI &
  IMAGING OF RICHMOND, INC.

  
	
   

  	
   

  	
   

  
	
  FLORIDA
  DIAGNOSTIC IMAGING CENTER, INC.

  	
   

  	
  SOUTH CAROLINA
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  OPEN MRI OF
  GEORGIA, INC.

  	
   

  	
  SUN VIEW
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
  OPEN MRI &
  IMAGING OF GEORGIA, INC.

  	
   

  	
  TEXAS IMAGING
  SERVICES OF EL PASO, INC.

  
	
   

  	
   

  	
   

  
	
  GROVE DIAGNOSTIC
  IMAGING CENTER, INC.

  	
   

  	
  TRIAD IMAGING,
  INC.

  
	
   

  	
   

  	
   

  
	
  KANSAS
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  TYSON’S CORNER
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  NORTHEAST
  COLUMBIA DIAGNOSTIC IMAGING, INC.

  	
   

  	
  VIRGINIA
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  WISCONSIN
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  CAROLINAS
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  VIENNA
  DIAGNOSTIC IMAGING, INC.

  	
   

  	
  ILLINOIS
  DIAGNOSTIC IMAGING, INC.

  
	
   

  	
   

  	
   

  
	
  WILLIAM S. WITT,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of
  each of the entities listed above:

  	
   

  	
  On behalf of
  each of the entities listed above:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald C.
  Tomasso

  	
   

  	
   

  	
  By:

  	
  /s/ Donald C.
  Tomasso

  	
   

  
	
   

  	
  Name: Donald C.
  Tomasso

  	
   

  	
   

  	
  Name: Donald C.
  Tomasso

  
	
   

  	
  Title: Interim
  Chief Executive Officer

  	
   

  	
   

  	
  Title: Interim
  Chief Executive Officer

  
							



 





















 


	
  OPEN MRI &
  IMAGING OF ALBANY, LLC

  	
   

  	
  WOODSTOCK
  DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI &
  IMAGING OF ATHENS, LLC

  	
   

  	
  DIAGNOSTIC
  IMAGING OF HIRAM, LLC

  
	
   

  	
   

  	
   

  
	
  ATHENS MRI, LLC

  	
   

  	
  DIAGNOSTIC
  IMAGING OF MARIETTA, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI OF
  ATLANTA, LLC

  	
   

  	
  MONTGOMERY OPEN
  MRI, LLC

  
	
   

  	
   

  	
   

  
	
  BUCKHEAD
  DIAGNOSTIC IMAGING, LLC

  	
   

  	
  BIRMINGHAM
  DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI OF
  CENTRAL GEORGIA, LLC

  	
   

  	
  COASTAL IMAGING,
  LLC

  
	
   

  	
   

  	
   

  
	
  IMAGING CENTER
  OF CENTRAL GEORGIA, LLC

  	
   

  	
  DURHAM
  DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI &
  IMAGING OF CONYERS, LLC

  	
   

  	
  JACKSONVILLE
  DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  CUMMING
  DIAGNOSTIC IMAGING, LLC

  	
   

  	
  CAPE IMAGING,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
  OPEN MRI &
  IMAGING OF DEKALB, LLC

  	
   

  	
  BRIDGETON MRI
  AND IMAGING CENTER, LLC

  
	
   

  	
   

  	
   

  
	
  DULUTH
  DIAGNOSTIC IMAGING, LLC

  	
   

  	
  KIRKWOOD MRI AND
  IMAGING CENTER, LLC

  
	
   

  	
   

  	
   

  
	
  DULUTH CT
  CENTER, LLC

  	
   

  	
  ST. PETERS MRI &
  IMAGING CENTER, LLC

  
	
   

  	
   

  	
   

  
	
  DIAGNOSTIC
  IMAGING OF ATLANTA, LLC

  	
   

  	
  OPEN MRI &
  IMAGING OF RICHMOND, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI &
  IMAGING OF NORTH FULTON, LLC

  	
   

  	
  RICHMOND WEST
  END DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI & IMAGING OF N.E. GEORGIA, LLC

  	
   

  	
  CAROLINA MEDICAL IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  DIAGNOSTIC IMAGING OF GEORGIA, LLC

  	
   

  	
  OPEN MRI OF SIMPSONVILLE, LLC

  
	
   

  	
   

  	
   

  
	
  MIDTOWN DIAGNOSTIC IMAGING, LLC

  	
   

  	
  SIMPSONVILLE OPEN MRI, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI & IMAGING OF DOUGLASVILLE, LLC

  	
   

  	
  EAST COOPER DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  HAPEVILLE DIAGNOSTIC IMAGING, LLC

  	
   

  	
  FARMFIELD DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN
  MRI & IMAGING OF MACON, LLC 

  	
   

  	
  FORT
  MILL DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  OPEN MRI AND IMAGING OF SNELLVILLE, LLC

  	
   

  	
  TRICOM DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  WEST
  PACES DIAGNOSTIC IMAGING, LLC 

  	
   

  	
  WEST
  ASHLEY DIAGNOSTIC IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  TOWN & COUNTRY OPEN MRI, LLC

  	
   

  	
  CLAYTON OPEN MRI, LLC

  
	
   

  	
   

  	
   

  
	
  BRUNSWICK DIAGNOSTIC IMAGING, LLC

  	
   

  	
  MEDICAL SCHEDULING OF MISSOURI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPE FEAR MOBILE IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
  On behalf of each of the entities listed above:

  	
   

  	
  On behalf of each of the entities listed above:

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald C.
  Tomasso

  	
   

  	
   

  	
  By:

  	
  /s/ Donald C.
  Tomasso

  	
   

  
	
   

  	
  Name: Donald C.
  Tomasso

  	
   

  	
   

  	
  Name: Donald C.
  Tomasso

  
	
   

  	
  Title: Interim
  Chief Executive Officer

  	
   

  	
   

  	
  Title: Interim
  Chief Executive Officer

  
							



 





















 


	
   

  	
  OPEN MRI & IMAGING OF FLORENCE, LLC

  
	
   

  	
  OPEN MRI OF MYRTLE BEACH, LLC

  
	
   

  	
   

  
	
   

  	
  Palmetto Imaging, Inc., as sole member of each
  of the entities listed above

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald C. Tomasso

  	
   

  
	
   

  	
   

  	
  Name: Donald C. Tomasso

  
	
   

  	
   

  	
  Title: Interim Chief
  Executive Officer