**Exhibit4.4**

 

THIRD SUPPLEMENTALINDENTURE

 

Dated as of July9, 2007

among

INSIGHT HEALTHSERVICES CORP.as Issuer,

INSIGHT HEALTHSERVICES HOLDINGS CORP. andTHE SUBSIDIARIES LISTED IN THE PREAMBLEas Guarantors,

and

U.S. BANK NATIONALASSOCIATION,as Trustee,

to

INDENTURE

Dated as of September 22,2005

 

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This THIRDSUPPLEMENTAL INDENTURE, dated as of July 9, 2007 (the “Third SupplementalIndenture”), is entered into by and among InSight Health Services Corp., aDelaware corporation (the “Company”), InSight Health Services HoldingsCorp., a Delaware corporation (the “Parent”), and the SubsidiaryGuarantors signatory hereto (collectively, the “Subsidiary Guarantors”and together with the Parent, the “Guarantors”), and U.S. Bank NationalAssociation, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, theCompany, the Guarantors and the Trustee have entered into an Indenture, datedas of September 22, 2005, as amended and supplemented by a First SupplementalIndenture dated May 18, 2006 and a Second Supplemental Indenture dated May 29,2007 (as amended and supplemented, the “Existing Indenture”), pursuantto which the Company initially issued $300,000,000 aggregate principal amountof Notes (such term and all other capitalized terms used herein and nototherwise defined herein having the meanings in the Existing Indenture); and

WHEREAS, inaccordance with Section 2.02 of the Existing Indenture and subject to ArticleFour, the Trustee may at any time and from time to time, upon receipt of anAuthentication Order, authenticate for original issue Notes in the aggregateprincipal amount specified in such Authentication Order up to an unlimitedamount, provided that certain conditions set forth in Section 2.02 of theExisting Indenture are satisfied; and

WHEREAS, inaccordance with Section 9.01 of the Existing Indenture, the Company, theGuarantors and the Trustee may amend or supplement the Existing Indenturewithout the consent of the Holders to, among other things, provide for theissuance of Additional Notes in accordance with the limitations set forth inthe Existing Indenture and make certain changes that do not adversely affectthe interests of the Holders in any material respect; and

WHEREAS, the Boardof the Company has, as evidenced by a Board Resolution, authorized theamendment of the Existing Indenture pursuant to this Third SupplementalIndenture to clarify certain definitions in the Existing Indenture inconnection with the issuance of $15,000,000 aggregate principal amount of AdditionalNotes on the date of this Third Supplemental Indenture (the “Second IssueDate”); and

WHEREAS, allthings necessary to make this Third Supplemental Indenture a valid supplementto the Existing Indenture according to its terms have been done and the ExistingIndenture, as amended and supplemented by the Third Supplemental Indenture, ishereafter referred as the Indenture.

NOW, THEREFORE,THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

For and inconsideration of the premises, and of other valuable consideration thesufficiency of which is hereby acknowledged, each of the Company and theGuarantors, jointly

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and severally, covenantand agree with the Trustee, for the equal and proportionate benefit of allHolders, as follows:

ARTICLE I

DEFINITIONS

Section 1.1.  Amendment to Definitions.  Each of the following defined terms inSection 1.01 of the Existing Indenture is amended and restated as follows:

“**Registration Rights Agreement**” means (i)with respect to the Notes initially issued on the Issue Date, the RegistrationRights Agreement, dated as of the Issue Date, by and among the Company, theGuarantors and the other parties named on the signature pages thereof, as suchagreement may be amended, modified or supplemented from time to time and (ii)with respect to the Notes issued on the Second Issue Date, the RegistrationRights Agreement, dated as of July 9, 2007, by and among the Company, theGuarantors party thereto and the other parties named on the signature pagesthereof, as such agreement may be amended, modified or supplemented from timeto time.

“**Second Issue Date**” means the date on whichthe $15,000,000 aggregate principal amount of Additional Notes are issued.

ARTICLE II

CLOSING DOCUMENTS

Section 2.1.  Documents to Be Given to Trustee.  Pursuant to the provisions of Sections 2.02,9.01 and 13.05 of the Indenture, the Company will deliver to the Trusteeconcurrently with the execution and delivery of this Third SupplementalIndenture (i) an Authentication Order dated as of July 9, 2007, satisfying theprovisions of Section 2.02 of the Indenture, (ii) a Board Resolution satisfyingthe provisions of Section 9.01 of the Indenture and (iii) an Opinion of Counseland an Officer’s Certificate, each dated as of July 9, 2007, satisfying theprovisions of Sections 13.04 and 13.05 of the Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.1.  Trustee’s Acceptance.  The Trustee accepts the provisions of thisThird Supplemental Indenture upon the terms and conditions set forth in theExisting Indenture; provided, however, that the foregoing acceptance shall notmake the Trustee responsible in any manner whatsoever for the correctness ofrecitals or statements by other parties herein.

Section 3.2.  Indenture to Remain in Full Force andEffect.  Except as hereby expressly providedin this Third Supplemental Indenture, the Existing Indenture, as supplementedand amended by the First Supplemental

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Indenture and the SecondSupplemental Indenture, is in all respects ratified and confirmed and all itsterms, provisions and conditions shall be and remain in full force and effect.

Section 3.3.  Guarantees.  Each Guarantor hereby agrees, ratifies andreaffirms that its Guarantee pursuant to Section 11.01 of the Indenture shallremain in full force and effect with respect to the Notes (including the Notesissued on the Issue Date, the Notes issued on the Second Issue Date, any otherNotes issued in accordance with the Indenture and any Exchange Notes issued inexchange therefor).

Section 3.4.  Rights, Etc. of Trustee.  All recitals in this Third SupplementalIndenture are made by the Company and the Guarantors and not by theTrustee.  All of the provisions containedin the Existing Indenture in respect of the rights, privileges, immunities,powers and duties of the Trustee shall be applicable in respect hereof as fullyand with like effect as if set forth herein in full.

Section 3.5.  Successors and Assigns.  All covenants and agreements in this ThirdSupplemental Indenture made by the Company and the Guarantors shall bind theirrespective successors and assigns, whether so expressed or not.

Section 3.6.  Conflict with Trust Indenture Act.  If any provision of this Third SupplementalIndenture limits, qualifies or conflicts with the duties imposed by theoperation of Trust Indenture Act Section 318(c), the imposed duties shallcontrol.

Section 3.7.  Governing Law.  The laws of the State of New York shallgovern this Third Supplemental Indenture. The Trustee, the Company and the Guarantors agree to submit to thejurisdiction of the courts of the State of New York in any action or proceedingarising out of or relating to this Third Supplemental Indenture.

Section 3.8.  Titles, Headings, Etc.  The Article and Section headings of thisThird Supplemental Indenture are for convenience only and shall not affect theconstruction hereof.

Section 3.9.  Severability. In case any provision inthis Third Supplemental Indenture shall be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall notin any way be affected or impaired thereby.

Section 3.10.  Execution in Counterparts.  This Third Supplemental Indenture may beexecuted in any number of counterparts, each of which shall be deemed anoriginal, but such counterparts shall together represent one and the sameinstrument.

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IN WITNESS WHEREOF, the parties have executed this Third SupplementalIndenture as of the date first written above.
|            |   | **INSIGHT HEALTH SERVICES CORP.**                              |
|------------|--------|----------------------------------------------------------------|
| ** ** |   | ** **                                                     |
|       |   | By:                                                            | /s/ Mitch C.  Hill |   |
|       |   | Name:                                                          | Mitch C. Hill |
|       |   | Title:                                                         | Executive Vice President and Chief Financial |
|       |   |                                                           | Officer |
|       |   |                                                           |   |
|       |   | **INSIGHT HEALTH SERVICES HOLDINGSCORP.**                      |
|       |   |                                                           |
|       |   | By:                                                            | /s/ Mitch C. Hill |   |
|       |   | Name:                                                          | Mitch C. Hill |
|       |   | Title:                                                         | Executive Vice President and Chief Financial  Officer |
|       |   |                                                           |
|       |   |                                                           |
|       |   | **WILKES-BARRE IMAGING, L.L.C.**                               |
|       |   |                                                           |
|       |   | By: InSight Health Corp., as the sole member and  sole manager |
|       |   |                                                           |
|       |   | By:                                                            | /s/ Mitch C. Hill | ** ** |
|       |   | Name:                                                          | Mitch C. Hill |
|       |   | Title:                                                         | Executive Vice President and Chief Financial  Officer |
|       |   |                                                           |
|       |   |                                                           |
|       |   | **MRI ASSOCIATES, L.P.**                                       |
|       |   | ** **                                                     |
|       |   | By: InSight Health Corp., as the general partner               |
|       |   |                                                           |
|       |   | By:                                                            | /s/ Mitch C. Hill |   |
|       |   | Name:                                                          | Mitch C. Hill |
|       |   | Title:                                                         | Executive Vice President and Chief Financial  Officer |
|            |        |                                                                |  |  |  |

 

 

[Signatures continuedon following page]

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|        |   | **VALENCIA MRI, LLC  ORANGE COUNTY REGIONAL PET CENTER-  IRVINE, LLC  SAN FERNANDO VALLEY REGIONAL PET  CENTER, LLC** |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------|
|   |   | ** **                                                                                                            |
|   |   | By: InSight Health Corp., as the general partner                                                                      |
|   |   |                                                                                                                  |
|   |   | By:                                                                                                                   | /s/ Mitch C. Hill |   |
|   |   | Name:                                                                                                                 | Mitch C. Hill |
|   |   | Title:                                                                                                                | Executive Vice President and Chief Financial  Officer |
|        |        |                                                                                                                       |  |  |  |

 
|        |   | **PARKWAY IMAGING CENTER, LLC** |
|--------|--------|---------------------------------|
|   |   |                            |
|   |   | By:                             | /s/ Manager |   |
|   |   | Name:                           | Mitch C. Hill |
|   |   | Title:                          | Manager |
|        |        |                                 |  |  |  |

 

[Signatures continued onfollowing page]

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**INSIGHT HEALTH CORP.OPEN MRI, INC.MAXUM HEALTH CORP.RADIOSURGERY CENTERS, INC.DIAGNOSTIC SOLUTIONS CORP.MAXUM HEALTH SERVICES OF NORTHTEXAS, INC.MAXUM HEALTH SERVICES OF DALLAS,INC.NDDC, INC.SIGNAL MEDICAL SERVICES, INC.INSIGHT IMAGING SERVICES CORP.COMPREHENSIVE MEDICAL IMAGING,INC.COMPREHENSIVE MEDICAL IMAGINGCENTERS, INC.COMPREHENSIVE MEDICAL IMAGING-BILTMORE, INC.COMPREHENSIVE OPEN MRI-EAST MESA,INC.TME ARIZONA, INC.COMPREHENSIVE MEDICAL IMAGING-FREMONT, INC.COMPREHENSIVE MEDICAL IMAGING-SAN FRANCISCO, INC.COMPREHENSIVE OPEN MRI- GARLAND,INC.IMI OF ARLINGTON, INC.COMPREHENSIVE MEDICAL IMAGING-FAIRFAX, INC.IMI OF KANSAS CITY, INC.COMPREHENSIVE MEDICAL IMAGING-BAKERSFIELD, INC.****MAXUM HEALTH SERVICES CORP.**
|        |   | By:    | /s/ Mitch C. Hill                                     |   |
|--------|--------|--------|-------------------------------------------------------|--------|
|   |   | Name:  | Mitch C. Hill                                         |
|   |   | Title: | Executive Vice President and Chief Financial  Officer |
|        |        |        |                                                       |        |  |

 

[Signaturescontinuedon following page]

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|        |   | **COMPREHENSIVE OPEN MRI-****CARMICHAEL/FOLSOM, LLC  SYNCOR DIAGNOSTICS SACRAMENTO, LLC  SYNCOR DIAGNOSTICS BAKERSFIELD, LLC** |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   |   | ** **                                                                                                                     |
|   |   | By: Comprehensive Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers, Inc., as the partners                      |
|   |   |                                                                                                                           |
|   |   | By:                                                                                                                            | /s/ Mitch C. Hill |   |
|   |   | Name:                                                                                                                          | Mitch C. Hill |
|   |   | Title:                                                                                                                         | Executive Vice President and Chief Financial  Officer |
|        |        |                                                                                                                                |  |  |  |

 

 
|        |   | **PHOENIX REGIONAL PET CENTER-**

**THUNDERBIRD, LLC**                      |
|--------|--------|-----------------------------------------------------------------------------|
|   |   | ** **                                                                  |
|   |   | By:   Comprehensive Medical Imaging Centers, Inc.,  as the sole member |
|   |   |                                                                        |
|   |   | By:                                                                         | /s/ Mitch C. Hill |   |
|   |   | Name:                                                                       | Mitch C. Hill |
|   |   | Title:                                                                      | Executive Vice President and Chief Financial  Officer |
|        |        |                                                                             |  |  |  |

 

 

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|        |   | **MESA MRI  MOUNTAIN VIEW MRI  LOS GATOS IMAGING CENTER  WOODBRIDGE MRI  JEFFERSON MRI-BALA  JEFFERSON MRI**    |
|--------|--------|-----------------------------------------------------------------------------------------------------------------|
|   |   | ** **                                                                                                      |
|   |   | By:   Comprehensive Medical Imaging, Inc. and Comprehensive Medical Imaging  Centers, Inc., as the members |
|   |   |                                                                                                            |
|   |   | By:                                                                                                             | /s/ Mitch C. Hill |   |
|   |   | Name:                                                                                                           | Mitch C. Hill |
|   |   | Title:                                                                                                          | Executive Vice President and Chief Financial  Officer |
|        |        |                                                                                                                 |  |  |  |

 

[Signatures continued on following page]

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This foregoing ThirdSupplemental Indenture is hereby confirmed and accepted by the Trustee as of thedate first written above.

 
|        |   | U.S. BANK NATIONAL ASSOCIATION |
|--------|--------|--------------------------------|
|   |   |                           |
|   |   |                           |
|   |   | By:                            | /s/ James E.  Murphy |   |
|   |   |                           | Name: James E. Murphy |
|   |   |                           | Title: Vice President |

 

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