**Exhibit 10.3**

 

**SECONDAMENDMENT TO CREDIT AGREEMENT,WAIVER AND CONSENT**

 

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

 

**WI T N E S S E T H**

 

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

 

WHEREAS, theBorrower has requested that certain provisions of the Existing Credit Agreementbe amended; and

 

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

 

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

 

**PART1DEFINITIONS**

 

SUBPART1.1  Certain Definitions.  Unless otherwise defined herein or thecontext otherwise requires, the following terms used in this Amendment,including its preamble and recitals, have the following meanings:

 

“Amended Credit Agreement” means theExisting Credit Agreement as amended hereby.

 

“CDL Acquisition Closing” shall havethe meaning assigned to the term “Closing” in Section 2.6 of the CDL PurchaseAgreement.

 

“CDL Acquisition Closing Conditions”means:

 

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

 

(ii)                                  TheAcquisition of the CDL Assets purchased in the CDL Acquisition Closing shall bepermitted under Section 8.6(i) and shall have been consummated on orbefore August 15, 2003 in accordance with the terms of the CDL PurchaseAgreement and in compliance with applicable law and regulatory approvals, andall material conditions precedent to the obligation of the buyer for the CDLAcquisition Closing under the CDL Purchase Agreement shall have beensatisfied.  The CDL Purchase Agreementshall not have been altered, amended or otherwise changed or supplemented orany condition therein waived without the prior written consent of theAdministrative Agent.

 

“Designated CMI Center” means any oneof the following diagnostic medical imaging centers that was acquired byInSight Health Corp. pursuant to the CMIAcquisition: Valencia MRI, Open MRI of Encino (f/k/a Comprehensive OpenMRI of Encino), San Fernando Valley MRI Center (f/k/a Valley Magnetic ResonanceCenter), Valley Open MRI (f/k/a Valley Open MRI Center), Encino DiagnosticCenter (f/k/a CMI Diagnostic Center), Westlake Diagnostic Center and AdvancedDiagnostic Center of Thousand Oaks.

 

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

 

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

 

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

 

SUBPART1.2  Other Definitions.  Unless otherwise defined herein or thecontext otherwise requires, terms used in this Amendment, including itspreamble and recitals, have the meanings provided in the Amended CreditAgreement.

 

**PART 2AMENDMENTS TO EXISTING CREDIT AGREEMENT**

 

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

 

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SUBPART2.1  Amendments to Section 1.1.

 

A.                                   Thefollowing definitions set forth in Section 1.1 of the Existing Credit Agreementare 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 purposeshereof, include (i) the Voting Stock of the Acquired CMI Subsidiaries otherthan San Fernando Valley Regional PET Center, LLC and (ii) all of the CapitalStock of San Fernando Valley Regional PET Center, LLC.

 

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

 

“Delayed-Draw Term Loan Borrowing Request” means a writtennotice from the Borrower to the Administrative Agent requesting a Delayed-DrawTerm Loan and specifying (i) that a Delayed-DrawTerm Loan is requested, (ii) the dateof 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 AdministrativeAgent (or such later date as the Fronting Bank and the Administrative Agent mayagree with the Borrower in order to minimize the incurrence of costs bythe Borrower pursuant to Section 3.12(a) inconnection with such borrowing)), (iii) the aggregate principal amount tobe borrowed (which shall be at least $10,000,000 or an integral multiple of $1,000,000 in excessthereof) and (iv) whether the borrowing shall be comprised of Base RateLoans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans arerequested, the Interest Period(s) therefor.

 

“New Delayed-Draw Term Loan BorrowingRequest” means a written notice from the Borrower to the AdministrativeAgent requesting a New Delayed-Draw TermLoan and specifying (i) that a NewDelayed-Draw Term Loan is requested, (ii) the date of the requestedborrowing (which shall be a Business Day at least ten (10) Business Days afterthe date of receipt of such notice by the Administrative Agent (or such laterdate as the Fronting Bank and the Administrative Agent may agree with theBorrower in order to minimize the incurrence of costs by the Borrowerpursuant to Section 3.12(a) inconnection with such borrowing)), (iii) the aggregate principal amount tobe borrowed (which shall be at least $10,000,000 or an integral multiple of $1,000,000 in excessthereof, or the remaining amount of the New Delayed-Draw Term Loan CommittedAmount, if less) and (iv) whether the borrowing shall be comprised of BaseRate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loansare requested, the Interest Period(s) therefor.

 

“Restricted Payment” means(i) any dividend or other payment or distribution, direct or indirect, onaccount of any shares of any class of Capital Stock of any Consolidated Party,now or hereafter outstanding (including without limitation any payment onaccount thereof in connection with any dissolution, merger, consolidation ordisposition involving any Consolidated Party), or to the holders, in theircapacity as such, of any shares of any class of Capital Stock of anyConsolidated Party, now or hereafter outstanding (other than (A) dividendsor distributions payable in Capital Stock of the applicable Person, dividendsor distributions payable (directly or indirectly through Subsidiaries) to anyCredit Party other than the Parent, (B) in the case of Joint Venturesonly, dividends, distributions or other payments paid ratably to each of theholders of the Capital Stock of such Person) and (C) in the case of anAcquired CMI Subsidiary other than San Fernando Valley RegionalPET Center, LLC, dividends, distributionsor other payments to the holder(s) of Economic

 

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

 

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

 

B.                                     Thefollowing new definitions are hereby added to Section 1.1 of the ExistingCredit Agreement in the appropriate alphabetical order:

 

“Acquired CMI Subsidiary” means anyone of Valencia MRI, LLC, SanFernando Valley Regional PET Center, LLCand Orange County Regional PET Center–Irvine, LLC, each of which is aCalifornia limited liability company that became a Wholly Owned Subsidiarypursuant to the CMI Acquisition.

 

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

 

“CDL Assets” shall have the meaningassigned 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., aPennsylvania 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 andexhibits thereto.

 

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

 

SUBPART2.2  Amendments to Section 1.3.  The first paragraph of Section 1.3 of theExisting Credit Agreement is hereby amended in its entirety to read as follows:

 

**1.3****                               AccountingTerms.**

 

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

 

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calculations made for the purposes ofdetermining compliance with this Credit Agreement shall (except as otherwiseexpressly provided herein) be made by application of GAAP applied on a basisconsistent with the most recent annual or quarterly financial statementsdelivered pursuant to Section 7.1 (or, prior to the delivery of the firstfinancial statements pursuant to Section 7.1, consistent with thefinancial statements as at June 30, 2001), but, in any event, afterelimination for minority interests; provided, however, if(a) the Credit Parties shall object to determining such compliance on suchbasis at the time of delivery of such financial statements due to any change inGAAP or the rules promulgated with respect thereto or (b) theAdministrative Agent or the Required Lenders shall so object in writing within60 days after delivery of such financial statements, then such calculationsshall be made on a basis consistent with the most recent financial statementsdelivered by the Credit Parties to the Lenders as to which no such objectionshall have been made.

 

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

 

## **7.17**                        Additional FurtherAssurances regarding CDL Assets.

 

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

 

SUBPART2.4  Amendments to Section 11.14.  Section 11.14 of the Existing CreditAgreement is hereby amended in its entirety to read as follows:

 

## **11.14**                 Confidentiality.

 

Each of the Administrative Agent and the Lenders agrees to maintain theconfidentiality of the Information (as defined below), except that Informationmay be disclosed (a) to its Affiliates and to its (and its Affiliates’)directors, officers, employees and agents, including accountants, legal counseland other advisors (it being understood that the Persons to whom suchdisclosure is made will be informed of the confidential nature of suchInformation and instructed to keep such Information confidential); (b) tothe extent requested by any regulatory authority; (c) to the extentrequired by applicable laws or regulations or by any subpoena or similar legalprocess; provided, however, that, prior to disclosure pursuant tothis clause (c), reasonable efforts shall be made to give the Borrower noticeof request for disclosure and the Borrower shall be given a reasonableopportunity, at its expense, to prevent the disclosure or have the Informationmaintained as confidential under a protective order; (d) to any otherparty to this Credit Agreement; (e) in connection with the exercise of anyremedies hereunder or any of the other Credit Documents or any suit, action orproceeding relating to this Credit Agreement or any of the other Credit Documentsor 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 theBorrower (not to be unreasonably withheld) or, if an Event of Default hasoccurred and is continuing, subject to an agreement containing provisionssubstantially the same as those of this Section 11.14, to any otherprospective Eligible Assignee of or Participant in connection with anassignment or participation pursuant to Section 11.3; (g) with the consentof the Borrower; (h) to the extent that, other than as a result of abreach of this Section 11.14, such Information (i) becomes publiclyavailable or (ii) becomes available to the Administrative Agent or anyLender on a nonconfidential basis from a source other than the ConsolidatedParties, other than as a result of a breach by such source of a confidentialityagreement with any Consolidated Party with respect to which breach the Personproposing to disclose Information in accordance with this Section 11.14(i)(ii)has actual knowledge; or (i) to the National Association of InsuranceCommissioners or any other similar organization or any nationally recognizedrating agency that requires access to information about a Lender’s or itsAffiliates’ investment portfolio in connection with ratings issued with respectto such Lender or its Affiliates.  Forthe purposes of this Section 11.14, “Information” means allinformation received from the Credit Parties relating to the ConsolidatedParties or their business,

 

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other than anysuch information that is available to the Administrative Agent or any Lender ona nonconfidential basis prior to disclosure by the Consolidated Parties.  Any Person required to maintain theconfidentiality of Information as provided in this Section 11.14 shall beconsidered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidentialinformation.  Notwithstanding anythingherein to the contrary, “Information” shall not include, and the AdministrativeAgent and each Lender may disclose without limitation of any kind, anyinformation with respect to the “tax treatment” and “tax structure” (in eachcase, within the meaning of Treasury Regulation Section 1.6011-4) of thetransactions contemplated hereby and all materials of any kind (includingopinions or other tax analyses) that are provided to the Administrative Agentor such Lender relating to such tax treatment and tax structure; providedthat (i) the foregoing permission todisclose the “tax treatment” and “tax structure” does not permit the disclosureof any information that is not relevant to understanding the “tax treatment” or“tax structure” (including the identity of any party and the amounts paid inconnection with the contemplated transaction), and (ii) with respect toany document or similar item that in either case contains information concerningthe tax treatment or tax structure of the transaction as well as otherinformation, this sentence shall only apply to such portions of the document orsimilar item that relate to the tax treatment or tax structure of the Loans,Letters of Credit and transactions contemplated hereby.

 

SUBPART2.5  Additional Amendments.  Eachreference 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) andSection 8.11(d) of the Existing Credit Agreement shall be deemed to referto a Joint Venture which is not a Credit Party or Joint Ventures which are notCredit Parties, respectively.

 

**PART 3WAIVERS AND CONSENT**

 

Subject to theoccurrence of the Second Amendment Effective Date, the Required Lenders, theRequired Revolving Lenders, the Required Unfunded Delayed-Draw Term Lenders andthe Required Unfunded New Delayed-Draw Term Lenders (collectively, the “RequisiteLenders”) agree as follows:

 

SUBPART3.1  CDL Acquisition.  Provided that the CDL Acquisition ClosingConditions shall have been satisfied for the CDL Acquisition Closing (asreasonably determined by the Administrative Agent), the Requisite Lendershereby consent to the CDL Acquisition and further agree as follows:

 

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

 

(b)                                 The requirement that the aggregate consideration (including cash and non-cash consideration, anyassumption of Indebtedness and any earn-out payments, but excluding the proceeds of any Equity Issuance byany Consolidated Party to any of the Sponsors or the Related Parties in connection with such Acquisition) paidby the Consolidated Parties in respect ofall Acquisitions consummated during the period from October 18, 2002 to October17, 2003 not exceed $45,000,000, as set forth inclause (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 ConsolidatedParties in respect of the CDL Acquisitionshall be excluded from any future calculation underSection 8.6(i)(viii)(2) of the Amended Credit Agreement; provided, however,that the aggregate purchase price (excluding fees and expenses associated withthe CDL

 

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

 

SUBPART3.2  Transfer of Designated CMICenters to New Joint Ventures.  Notwithstanding the provisions of Section8.5 of the Amended Credit Agreement or anyother provision of the Amended CreditAgreement to the contrary, Insight Health Corp. and/or Valencia MRI, LLCmay transfer the assets associated with and/or used in the operation of anyDesignated CMI Centers to a New CMI Joint Venture, provided that(a) the consideration paid by each joint venturer (other than InsightHealth Corp.) in exchange for an equity interest in such New CMI Joint Ventureshall be at least 75% cash or Cash Equivalents and contemporaneously receivedby Insight Health Corp. at the time of such exchange and (b) the aggregateequity interests in any such New CMI Joint Venture held by all Persons otherthan Credit Parties shall not exceed 15% of the total Capital Stock of theapplicable New CMI Joint Venture.  Notwithstanding any provision of the ExistingCredit Agreement to the contrary, any transfer of assets permitted underthis Subpart 3.2 shall be deemed to be an “Excluded Asset Disposition” forall purposes of the Amended Credit Agreement. Upon the consummation of any transfer of assets permitted under thisSubpart 3.2, (i) unless the applicable New CMI Joint Venture executesa Joinder Agreement in substantially the same form as Exhibit 7.10 tothe Amended Credit Agreement and complies with the requirements ofSection 7.11 of the Amended Credit Agreement, the ownership interest ofthe Consolidated Parties in such New CMI Joint Venture shall be deemed to be anInvestment in a Joint Venture which is not a Credit Party for purposes ofSection 8.6 of the Amended Credit Agreement in the amount equal to the fairmarket value of the transferred assets less the amount of distributionsreceived by Insight Health Corp. from proceeds of capital contributions made insuch New CMI Joint Venture by the other joint venturers in exchange for anequity interest therein and (ii) theAdministrative Agent shall (to the extent applicable) deliver to the CreditParties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonablynecessary to evidence the release of the Administrative Agent’s securityinterest, if any, in the applicable assets, including, without limitation,amendments or terminations of UCC financing statements, if any.

 

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

 

**PART 4CONDITIONS TO EFFECTIVENESS**

 

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

 

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

 

SUBPART4.2  Amendment Fee.  For the account of each Lender approvingthis Amendment by 12:00 noon Charlotte, North Carolina time on July10, 2003 (as evidenced by delivery of an executed signature page prior tosuch time), the Administrative Agent shall have received an amendment fee equalto 10 basis points on the amount equal to the sum of (i) such Lender’sRevolving Commitment plus (ii) such Lender’s Delayed-Draw Term Loan Commitment plus(iii) such Lender’s New Delayed-DrawTerm Loan Commitment plus (iv) the outstanding Tranche B Term Loans held by such Lender.

 

SUBPART4.3  Other Fees and Out of PocketCosts.  The Borrower shall have paidany and all reasonable out-of-pocket costs (to the extent invoiced) incurred bythe Administrative Agent or Banc of

 

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America Securities LLC(including the reasonable fees and expenses of the Administrative Agent’s legalcounsel), and all other fees and other amounts payable to the AdministrativeAgent or Banc of America Securities LLC, in each case in connection with thearrangement, negotiation, preparation, execution and delivery of thisAmendment.

 

**PART 5MISCELLANEOUS**

 

SUBPART5.1  Representations and Warranties.  The Credit Parties hereby represent andwarrant to the Administrative Agent and the Lenders that (a) after givingeffect to this Amendment, (i) no Default or Event of Default exists under theCredit Agreement or any of the other Credit Documents and (ii) therepresentations and warranties set forth in Section 6 of the AmendedCredit Agreement are, subject to the limitations set forth therein, true andcorrect in all material respects as of the date hereof (except for those whichexpressly relate to an earlier date) and (b) the transactions contemplated inthis Amendment are not prohibited by the Subordinated Note Indenture (as ineffect immediately prior to the Second Amendment Effective Date.

 

SUBPART5.2  Reaffirmation of Credit PartyObligations.  Each Credit Partyhereby 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 itis responsible for the observance and full performance of the Credit PartyObligations.  Without limiting thegenerality of the proceeding sentence, (i) each of the Guarantors restates that it jointly and severally guaranteesthe prompt payment when due of all CreditParty Obligations, in accordance with, and pursuant to the terms of, Section 4of the Existing Credit Agreement and (ii) each of the CreditParties agrees that all references in theCollateral Documents to the term “Credit Party Obligations” shall be deemed toinclude all of the obligations of the Credit Parties to the Lenders and theAdministrative Agent, whenever arising, under the Amended Credit Agreement, theCollateral Documents or any of the other Credit Documents (including, but notlimited to, any interest accruing after the occurrence of a Bankruptcy Eventwith respect to any Credit Party, regardless of whether such interest is anallowed claim under the Bankruptcy Code).

 

SUBPART5.3  Cross-References.  References in this Amendment to any Part orSubpart are, unless otherwise specified, to such Part or Subpart of thisAmendment.

 

SUBPART5.4  Instrument Pursuant to ExistingCredit Agreement.  This Amendment isa Credit Document executed pursuant to the Existing Credit Agreement and shall(unless otherwise expressly indicated therein) be construed, administered andapplied in accordance with the terms and provisions of the Existing CreditAgreement.

 

SUBPART5.5  References in Other CreditDocuments.  At such time as thisAmendment shall become effective pursuant to the terms of Subpart 4.1, allreferences in the Existing Credit Documents to the “Credit Agreement” shall bedeemed to refer to the Credit Agreement as amended by this Amendment.

 

SUBPART5.6  Counterparts.  This Amendment may be executed by theparties hereto in several counterparts, each of which shall be deemed to be anoriginal and all of which shall constitute together but one and the sameagreement.

 

SUBPART5.7  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE ACONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 

SUBPART5.8  Successors and Assigns.  This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

 

SUBPART5.9  Costs, Expenses.  The Borrower agrees to pay on demand allreasonable costs and expenses of the Administrative Agent in connection withthe preparation, execution, delivery and

 

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administration of thisAmendment (including, without limitation, the fees and expenses of counsel tothe Administrative Agent) in accordance with the terms of Section 11.5 of theExisting Credit Agreement.

 

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**IN WITNESS WHEREOF,**eachof the parties hereto has caused a counterpart of this Amendment to be dulyexecuted 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 |   |
|                 |                                                                                                                                                                                                                                                                                                                                                   |  |  |  |

 

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| **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 |   |
|                           |                                                                                                          |  |  |  |

 

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| **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 andConsent 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 |   |

 

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| **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

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| **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

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| **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 |   |

 

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