exv10w15






Exhibit 10.15




FIRST AMENDMENT TO SECOND AMENDED AND

RESTATED LOAN AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is made and entered into on September 20, 2010, by and among INSIGHT HEALTH
CORP., a Delaware corporation (“IHC”); those affiliates of IHC listed on the signature
pages hereof (IHC, together with such affiliates, collectively, “Borrowers” and each
individually, a “Borrower”); the financial institutions party from time to time to the Loan
Agreement (as defined below) as lenders (collectively, “Lenders”); BANK OF AMERICA, N.A., a
national banking association, in its capacity as collateral and administrative agent (in such
capacity, together with its successors in such capacity, “Administrative Agent”) for the
Lenders.



Recitals:




     Borrowers, Lenders and Agent are parties to a certain Second Amended and Restated Loan and
Security Agreement dated August 1, 2007 (as at any time amended, restated, supplemented or
otherwise modified, the “Loan Agreement”), pursuant to which Agent and Lenders have made
loans and other extensions of credit to Borrowers, which loans and extensions of credit are secured
by security interests in and Liens upon all or substantially all of the assets of Borrowers.



     The parties desire to amend the Loan Agreement as hereinafter set forth.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:



     1. Definitions. All capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.



     2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as
follows:



     (a) By deleting the definitions of “Adjusted LIBOR Rate,” “Applicable Margin” and “Base Rate”
in Section 1.1 of the Loan Agreement and by substituting the following new definition in
lieu thereof:




     Adjusted LIBOR Rate — for any Interest Period with respect to a LIBOR
Loan, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th
of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business
Days prior to commencement of such Interest Period, for a term comparable to such
Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source designated
by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at
which Dollar deposits in the approximate amount of the LIBOR Loan would be offered
by BofA’s London branch to major banks in the London interbank Eurodollar market.
If the Board of Governors imposes a Reserve Percentage with respect to LIBOR
deposits, then the Adjusted LIBOR Rate shall be the foregoing rate, divided by 1
minus the Reserve Percentage.



 









 






     Applicable Margin — a percentage equal to 2.75% with respect to
Revolver Loans that are Base Rate Loans and 3.75% with respect to Revolver Loans
that are LIBOR Loans; provided that, commencing on the Adjustment Date (as
defined below) relating to the financial statements for the fiscal month of
Borrowers ending September 30, 2010, and on each Adjustment Date thereafter, the
Applicable Margin shall be increased or decreased, based upon the Fixed Charge
Coverage Ratio for the Fixed Charge Coverage Ratio Test Period ending on the last
day of the then most recently ended Fiscal Quarter in which financial statements for
the last fiscal month of such Fiscal Quarter have been delivered to Administrative
Agent pursuant to Section 10.1.3(ii), as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolver Pricing
	 	 	 	 	Fixed Charge	 	LIBOR	 	 
	Level	 	Coverage Ratio	 	Loans	 	Base Rate Loans
	 	I	 	 	Equal to or greater than 1.50 to
1.0	 	 	3.25	%	 	 	2.25	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	II	 	Equal to or greater than 1.25 to
1.0 but less than 1.50 to 1.0	 	 	3.50	%	 	 	2.50	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	III	 	Less than 1.25 to 1.0	 	 	3.75	%	 	 	2.75	%







Except as otherwise provided in this definition, any such increase or reduction in
the Applicable Margin shall be effective on the date (the “Adjustment Date”) that is
the first day of the first month following the month in which Administrative Agent
receives the financial statements required to be delivered by Borrowers pursuant to
Section 10.1.3(ii) for the last month of the then most recently ended Fiscal Quarter
and the applicable Compliance Certificate. If, upon delivery of Borrowers’ annual
audited financial statements pursuant to Section 10.1.3(i) for Borrowers’ then most
recently ended Fiscal Year, Borrowers have not met the criteria for a reduction of
the Applicable Margin that was previously granted based upon Borrowers’ unaudited
financial statements for the last month of such Fiscal Year, then (a) such
Applicable Margin reduction shall be terminated and, effective on the first day of
the first month following receipt by Administrative Agent of such audited financial
statements, the Applicable Margin shall be the Applicable Margin that would have
been in effect if such reduction had been implemented based upon such audited
financial statements, and (b) Borrowers shall pay to Administrative Agent, for the
Pro Rata benefit of Lenders, on the first day of the month following receipt by
Administrative Agent of such audited financial statements, an amount equal to the
difference between the amount of interest that would have been paid using the
Applicable Margin determined based upon such audited financial statements and the
amount of interest actually paid during the period from the first day of the first
month following delivery of Borrowers’ unaudited financial statements for the last
month of such Fiscal Year



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through the first day of the month following receipt by Administrative Agent of such
audited financial statements.




     Base Rate — for any day, a per annum rate equal to the greater of (a)
the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus
0.50%; and (c) the Adjusted LIBOR Rate for a 30 day Interest Period as determined on
such day, plus 1.0%.



     (b) By deleting reference to “$15,000,000” in the definition of “LC Conditions” in
Section 1.1 of the Loan Agreement and by substituting “$5,000,000” in lieu thereof.



     (c) By deleting reference to “$30,000,000” in the definition of “Revolver Commitment” in
Section 1.1 of the Loan Agreement and by substituting “$20,000,000” in lieu thereof.



     (d) By adding the following new definitions of “First Amendment Date,” “Prime Rate,” “Reserve
Percentage” and “Unused Line Fee Percentage” in Section 1.1 of the Loan Agreement in the
proper alphabetical sequence:




     First Amendment Date — September 20, 2010.




     Prime Rate — the rate of interest announced by BofA from time to time
as its prime rate. Such rate is set by BofA on the basis of various factors,
including its costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above or below such rate. Any change in such rate announced by BofA
shall take effect at the opening of business on the day specified in the public
announcement of such change.




     Reserve Percentage — the reserve percentage (expressed as a decimal,
rounded up to the nearest 1/8th of 1%) applicable to member banks under regulations
issued from time to time by the Board of Governors for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”).




     Unused Line Fee Percentage — a percentage equal to 0.75% through
September 30, 2010 and, thereafter, (a) for any month (or portion of such month that
the Commitments are in effect) that the Average Revolver Loan Balance is less than
50% of the total Revolver Commitment, 0.75%, and (b) for any month (or portion of
such month that the Commitments are in effect) that the Average Revolver Loan
Balance is greater than or equal to 50% of the total Revolver Commitment, 0.50%.



     (e) By deleting reference to “$30,000,000” in the preamble of Section 2 of the Loan
Agreement and by substituting “$20,000,000” in lieu thereof.



     (f) By deleting Section 3.2.2 of the Loan Agreement in its entirety and by
substituting the following new Section 3.2.2 in lieu thereof:




     3.2.2. Unused Line Fee. Borrowers shall be jointly and severally
obligated to pay to Administrative Agent, monthly in arrears on the first day of
each month, for



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the Pro Rata benefit of Lenders, an unused line fee (the “Unused Line Fee”)
equal to the Unused Line Fee Percentage then in effect, in each case divided by 360
days and multiplied by the number of days in the immediately preceding month and
then multiplied by the amount by which the Average Revolver Loan Balance for such
immediately preceding month (or portion of such month that the Commitments are in
effect) is less than the aggregate amount of the Revolver Commitments; but if the
Commitments are terminated on a day other than the last day of a month, then any
such Unused Line Fee payable for such month in which termination shall occur shall
be paid on the effective date of such termination. The Unused Line Fee shall be
deemed fully earned and non-refundable when due and payable.



     (g) By deleting Section 12.1.1 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:




          12.1.1. Payment of Obligations. A Borrower fails to pay any
Obligations when due (whether at stated maturity, on demand, upon acceleration or
otherwise).



     3. Ratification and Reaffirmation. Each Borrower hereby ratifies and reaffirms the
Obligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtedness
and liabilities under the Loan Documents to which it is a party.



     4. Acknowledgments and Stipulations. Each Borrower acknowledges, stipulates and
agrees that: the Loan Agreement and the other Loan Documents executed by such Borrower are legal,
valid and binding obligations of such Borrower that are enforceable against such Borrower in
accordance with the terms thereof, except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar laws of general application affecting the enforcement of
creditors’ rights; all of the Obligations are owing and payable without defense, offset or
counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by such Borrower); the security interests and Liens granted by
such Borrower in favor of Agent pursuant to the Loan Documents are duly perfected, first priority
(subject to Permitted Liens) security interests and Liens, except to the extent permitted under the
Loan Agreement; prior to executing this Amendment, such Borrower consulted with and had the benefit
of advice of legal counsel of its own selection and has relied upon the advice of such counsel, and
in no part upon any representation of Agent or any Lender concerning the legal effects of this
Amendment or any provision hereof; and, as of the opening of business on September 13, 2010, the
unpaid principal amount of the Revolver Loans totaled $0.00 and the LC Obligations totaled
$1,610,000.00.



     5. Representations and Warranties. Each Borrower represents and warrants to Agent and
Lenders, to induce Agent and Lenders to enter into this Amendment, that, except for or as a result
of the Stipulated Defaults described in Section 9 hereof, (a) no Default or Event of
Default exists on the date hereof; (b) the execution, delivery and performance of this Amendment
and the consummation of the transactions contemplated hereby (i) are within the entity power of
such Borrower and have been duly authorized by all requisite entity action on the part of such
Borrower; (ii) do not require any consent or approval of any of the holders of the Equity Interests
of any Borrower or any of its Subsidiary other than those obtained on or prior to the date hereof;
(iii) do not contravene the Organic Documents of any Borrower or any of its Subsidiaries; (iv) do
not violate, or cause any Borrower or any of its Subsidiaries to be in default under, any provision
of any Applicable Law, order, writ, judgment, injunction, decree, determination or award in effect
having



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applicability to any Borrower or any of its Subsidiaries; (v) do not result in a breach of or
constitute a default under any indenture or loan or credit agreement or any other agreement, lease
or instrument to which any Borrower or any of its Subsidiaries is a party or by which it or its
Properties may be bound or affected; and (vi) do not result in, or require, the creation or
imposition of any Lien (other than Permitted Liens) upon or with respect to any of the Properties
now owned or hereafter acquired by any Borrower or any of its Subsidiaries, except in the case of
clauses (iv) and (v) of this Section 5(b) as would not reasonably be expected to have a
Material Adverse Effect; (c) this Amendment has been duly executed and delivered by such Borrower;
(d) all of the representations and warranties made by such Borrower in the Loan Agreement are true
and correct in all material respects on and as of the date hereof (except for those representations
or warranties which expressly relate to an earlier date, in which case, such representations or
warranties are true and correct in all material respects as of such earlier date); (e) this
Amendment constitutes the legal, valid and binding obligation of such Borrower, enforceable against
such Borrower in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar laws of general application affecting the enforcement of
creditors’ rights; (f) such Borrower is entering into this Amendment freely and voluntarily with
the advice of legal counsel of his or its own choosing; and (g) such Borrower has freely and
voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment.




     6. Reference to Loan Agreement. Upon the effectiveness of this Amendment, each
reference in the Loan Agreement to “this Agreement,” “hereunder,” or words of like import shall
mean and be a reference to the Loan Agreement, as amended by this Amendment.



     7. Breach of Amendment. This Amendment shall be part of the Loan Agreement and a
breach of any representation, warranty or covenant herein shall constitute an Event of Default.



     8. Conditions Precedent. The effectiveness of the amendments contained in
Section 2 hereof and the forbearance and agreement to continue to extend credit contained
in Section 9 hereof are subject to each of the following:



          (a) Agent’s receipt of this Amendment, duly executed and delivered by each party thereto;




          (b) Agent’s receipt of evidence of authority of Borrowers to execute, deliver and perform this
Amendment and such other documents as Agent may request in connection therewith, in each case
satisfactory in form and substance to Agent;




          (c) Agent’s receipt of payment by the Borrowers to Agent of a forbearance fee in the aggregate
amount of $50,000, which fee shall be fully earned upon execution of this Amendment by the parties,
shall be due and payable in immediately available funds and shall be non-refundable upon its
receipt by Agent;




          (d) all of the representations and warranties contained in this Amendment and that are made by
any Borrower are true, complete and accurate in all material respects on the date hereof; and




          (e) Agent’s receipt of such other documents and instruments as Agent may reasonably request,
in each case satisfactory in form and substance to Agent.







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     9. Forbearance; Extensions of Credit During Forbearance Period.



     (a) Definitions. The following terms shall have the meanings ascribed to them:




     “Forbearance Conditions” shall mean the conditions to forbearance set
forth in Section 9(d) of this Amendment.




     “Forbearance Date” shall mean the later to occur of the date of this
Amendment or the date on which each of the Forbearance Conditions and the conditions
precedent set forth in Section 8 hereof is satisfied.




     “Forbearance Period” shall mean the period commencing on the
Forbearance Date and ending at 5:00 p.m. on December 1, 2010, unless extended in
writing by Agent and Lenders in their sole discretion.




     “Forbearance Termination Date” shall mean the sooner to occur of (a)
5:01 p.m. on the last day of the Forbearance Period or (b) the date on which Agent’s
and Lenders’ agreement to forbear terminates as provided in Section 9(e) of
this Amendment.




     “Interest Payment Default” shall mean a “Default” under (and as defined
in) the Senior Notes Indenture due to Borrowers’ failure to pay interest on the due
date therefor under Senior Notes Indenture, without giving effect to any grace
period for the payment of such interest under Section 6.01(i) of the Senior Notes
Indenture.




     “Stipulated Defaults” shall mean the Events of Default anticipated to
occur and referenced in Section 9(b) of this Amendment.



     (b) Stipulated Defaults. Each Borrower acknowledges, stipulates and agrees that it is
anticipated that an Event of Default will occur under (i) Section 10.1.3(i) of the Loan Agreement
because the audited balance sheets of Borrowers and the related statements of income, shareholders’
equity and cash flow for the Fiscal Year ended on or about June 30, 2010 will contain an
Impermissible Qualification, and (ii) Section 12.1.5 of the Loan Agreement as a consequence of the
Interest Payment Default, each of which Events of Default will be material.



     (c) Agreement to Forbear. If and for so long as each of the Forbearance Conditions is
timely satisfied and subject to the satisfaction of the conditions precedent set forth in
Section 8 hereof, Agent and Lenders agree that during the Forbearance Period, solely by
reason of the existence of the Stipulated Defaults, (i) they will not exercise any remedy available
to Agent or any Lender under the Loan Agreement, any of the other Loan Documents or Applicable Law
to enforce collection from any Borrower or any Guarantor of any of the Obligations or to foreclose
its security interest in any of the Collateral during the Forbearance Period, and (ii) they will
not implement the Default Rate; provided, however, that the foregoing forbearance
shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any
of the Obligations that are payable on demand under the terms of any of the Loan Documents; (B) any
restriction or prohibition in any of the Loan Documents on the right of Borrowers to take or omit
to take, or otherwise acquiesce in, certain actions, including any limitations, restrictions, or
prohibitions with respect to Distributions, advancing monies to any Affiliate, consummating
acquisitions or making certain dispositions of assets (although during the Forbearance Period the
Stipulated Defaults shall not be



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asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any
Lender’s rights and remedies under any deposit account, blocked account, control account, bank
agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party
relating to any deposit or other account of any Borrower or any letter of credit issued for such
Borrower’s or any other Obligor’s account; (D) Agent’s or any Lender’s right to file, record,
publish or deliver a notice of default or document of similar effect relating to any Event of
Default that is not a Stipulated Default, or to take any lien enforcement action as a consequence
of any such Event of Default that is not a Stipulated Default; or (E) Agent’s or any Lender’s right
to administer the lending relationship with Borrowers under and in accordance with the Loan
Documents and this Amendment, including the imposition or release of Available Reserves. Neither
this Amendment nor Agent’s or any Lender’s forbearance hereunder shall be deemed to be a waiver of
or a consent to any Default or Event of Default.




     (d) Conditions to Forbearance. The following conditions shall constitute Forbearance
Conditions, the timely satisfaction of each and every one of which during the Forbearance Period
shall be a condition to the agreement of Agent and Lenders to forbear as set forth in Section
9(c) of this Amendment: (i) each Borrower duly and punctually observes, performs and
discharges each and every obligation and covenant on its part to be performed under this Amendment;
(ii) no Events of Default occur or exist other than the Stipulated Defaults; (iii) no Guarantor
revokes or attempts to revoke or terminate such Guarantor’s Guaranty; (iv) no representation or
warranty made by any Borrower in this Amendment proves to have been false or misleading in any
material respect; and (v) no “Event of Default” (as defined in the Senior Notes Indenture) shall
occur or exist under Section 6.01(i) of the Senior Notes Indenture.



     (e) Termination of Forbearance. If any one or more of the Forbearance Conditions is
not satisfied, Agent’s and Lenders’ agreement to forbear as set forth in Section 9(c) of
this Amendment shall, at Agent’s election but without further notice to or demand upon any
Borrower, terminate, and Agent and Lenders shall thereupon have and may exercise from time to time
all of the remedies available to it under the Loan Documents and Applicable Law as a consequence of
an Event of Default. On and after the Forbearance Termination Date, Agent and Lenders shall be
authorized, at any time and without further notice to or demand upon any Borrower or any other
Person, to enforce all of their remedies under the Loan Documents and Applicable Law.



     (f) Extensions of Credit. Notwithstanding the existence of the Stipulated Defaults
and subject to the satisfaction of each of the Forbearance Conditions, Agent and Lenders agree to
honor requests by Borrowers during the Forbearance Period for Revolver Loans and Letters of Credit
pursuant to the Loan Agreement, but in no event shall Agent’s and Lenders’ honoring of any such
requests be deemed a waiver of the Stipulated Defaults or any other Default or Event of Default
that may occur or exist.



     10. Expenses of Agent. Borrowers jointly and severally agree to pay, on demand, all
costs and expenses incurred by Agent in connection with the preparation, negotiation and execution
of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the costs and fees of
Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any
instrument or agreement referred to herein or contemplated hereby.



     11. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance
by Agent in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon



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the same shall be governed by and construed in accordance with the internal laws of the state
of New York.




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



     13. No Novation, etc. Except as otherwise expressly provided in this Amendment,
nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the
other Loan Documents, each of which shall remain in full force and effect. This Amendment is not
intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the
Loan Agreement as herein modified shall continue in full force and effect.



     14. Counterparts; Electronic Signatures. This Amendment may be executed in any number
of counterparts and by different parties to this Amendment on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall constitute one and
the same agreement. Any manually executed signature page delivered by a party hereto by facsimile
or other electronic transmission shall be deemed to be an original signature page hereto.



     15. Further Assurances. Each Borrower agrees to take such further actions as Agent
and Lenders shall reasonably request from time to time in connection herewith to evidence or give
effect to the amendments set forth herein or any of the transactions contemplated hereby.



     16. Section Titles. Section titles and references used in this Amendment shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreements
among the parties hereto.



     17. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Amendment
shall be construed to alter the existing debtor-creditor relationship between any Borrower and
Agent or any Lender. This Amendment is not intended, nor shall it be construed, to create a
partnership or joint venture relationship between or among any of the parties hereto. No Person
other than a party hereto is intended to be a beneficiary hereof and no Person other than a party
hereto shall be authorized to rely upon or enforce the contents of this Amendment.



     18. Construction. This Amendment has been prepared through the joint efforts of all
of the parties hereto. Neither the provisions of this Amendment nor any alleged ambiguity therein
shall be interpreted or resolved against any party on the grounds that such party or its counsel
drafted this Amendment, or based on any other rule of strict construction. Each of the parties
represents that such party has carefully read this Amendment and all other instruments and
agreements executed in connection herewith and that such party knows the contents hereof and has
signed the same freely and voluntarily.



     19. Non-Waiver of Default. Neither this Amendment, Agent’s and Lenders’ forbearance
hereunder nor Agent’s and Lenders’ continued making of loans or other extensions of credit at any
time extended to any Borrower in accordance with this Amendment and the Loan Documents shall be
deemed a waiver of or consent the Stipulated Defaults or any other Event of Default. Each Borrower
agrees that such Events of Default shall not be deemed to have been waived, released or cured by
virtue of Loans or other extensions of credit at any time extended to such Borrower, Agent’s and
Lenders’ agreement to forbear pursuant to the terms of this Amendment or the execution of this
Amendment.



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     20. Release of Claims; Covenant Not to Sue. To induce Agent and Lenders to enter into
this Amendment, each Borrower, on behalf of itself and its agents, representatives, officers,
directors, subsidiaries, successors and assigns (collectively with
each Borrower, “Releasors” and individually a “Releasor”) hereby releases, acquits and forever
discharges each Releasee (as hereinafter defined) from any and all liabilities, claims, demands,
actions or causes of action of any kind (if there be any), whether absolute or contingent, due or
to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or
unknown (collectively, “Claims”) that any Releasor now has, ever had or hereafter may have
against Agent or any Lender in any capacity or Agent’s or any Lender’s officers, directors,
employees, agents, attorneys, representatives, subsidiaries, affiliates and shareholders
(collectively with Agent and Lenders, the “Releasees”) based on acts, transactions, or
circumstances occurring on or before the date of this Amendment that relate to (i) any Loan
Document, (ii) any transaction, action or omission contemplated thereby or concluded thereunder or
(iii) any aspect of the dealings or relationships between or among any Borrower, on the one hand,
and Agent and Lenders, on the other hand, relating to any Loan Document or any transaction, action
or omission contemplated thereby or concluded thereunder. The provisions of this Section
20 shall survive the termination of this Amendment and any of the other Loan Documents and
payment in full of the Obligations. Each Borrower, on behalf of itself and its successors,
assigns and other legal representatives, hereby unconditionally and irrevocably agrees it will not
sue any Releasee on the basis of any Claim released, remised and discharged pursuant to the
foregoing provisions of this Section 20, and if such Borrower or any of its successors,
assigns or other legal representatives violate the foregoing covenant, such Borrower, for itself
and its successors, assigns and legal representatives, agrees to pay, in addition to such other
damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and cost
incurred by any Releasee as a result of such violation.



     21. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the
parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this Amendment.



[Remainder of page intentionally left blank signatures begin on following page.]



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under
seal in and delivered by their respective duly authorized officers on the date first written above.




	 	 	 

	 

	 	BORROWERS:
	 
	 	 
	 

	 	INSIGHT HEALTH CORP.

MAXUM HEALTH SERVICES CORP. 

OPEN MRI, INC.

SIGNAL MEDICAL SERVICES, INC.

REVANA HEALTH CORP.

         (FKA COMPREHENSIVE MEDICAL
IMAGING, INC.)

COMPREHENSIVE MEDICAL IMAGING
CENTERS, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Keith S. Kelson, Executive Vice President 	 
	 	 	and Chief Financial Officer 	 
	 



	 	 	 

	 

	 	ORANGE COUNTY REGIONAL PET CENTER

       –
IRVINE, LLC 

PARKWAY IMAGING CENTER, LLC
	 
	 	 
	 

	 	By:      InSight Health Corp., as the sole member






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Keith S. Kelson, Executive Vice 	 
	 	 	President and Chief Financial Officer 	 
	 



First Amendment to Second Amended and Restated Loan and Security Agreement




  









 





CONSENT AND REAFFIRMATION





     Each of the undersigned guarantors of the Obligations of Borrowers at any time owing to Agent
and Lenders hereby (i) acknowledges receipt of a copy of the foregoing First Amendment to Second
Amended and Restated Loan and Security Agreement; (ii) consents to Borrowers’ execution and
delivery thereof; (iii) agrees to be bound thereby and subject to the terms and conditions thereof;
and (iv) affirms that nothing contained therein shall modify in any respect whatsoever its
respective guaranty of the Obligations and reaffirms that such guaranty is and shall remain in full
force and effect and is the legal, valid and binding obligation of such undersigned guarantor,
enforceable against such undersigned guarantor in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors’ rights.



     IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as of the date
of such First Amendment to Second Amended and Restated Loan and Security Agreement.



	 	 	 	 	 
	 	INSIGHT HEALTH SERVICES HOLDINGS CORP.

INSIGHT HEALTH SERVICES CORP.

 	 
	 	By:  	 	 
	 	 	Keith S. Kelson, Executive Vice President 	 
	 	 	and Chief Financial Officer