Exhibit
4.6


 


Execution
Copy


 


	
   

  



 


 


THIRD SUPPLEMENTAL
INDENTURE


 


Dated as of March
8, 2004


 


among


 


INSIGHT HEALTH
SERVICES CORP.


as Issuer,


 


INSIGHT HEALTH
SERVICES HOLDINGS CORP. and


THE SUBSIDIARIES
LISTED IN THE PREAMBLE


as Guarantors,


 


 


and


 


 


U.S. BANK TRUST
NATIONAL ASSOCIATION,


 


as Trustee,


 


 


to


 


INDENTURE


 


Dated as of October
30, 2001


 


 


	
   

  



 

















 


This THIRD SUPPLEMENTAL INDENTURE, dated as of March
8, 2004 (the “Third Supplemental Indenture”), is entered into by and
among InSight Health Services Corp., a Delaware corporation (the “Company”),
InSight Health Services Holdings Corp., a Delaware corporation (the “Parent”),
InSight Health Corp., a Delaware corporation, Signal Medical Services, Inc., a
Delaware corporation, Open MRI, Inc., a Delaware corporation, Maxum Health
Corp., a Delaware corporation, Radiosurgery Centers, Inc., a Delaware
corporation, Maxum Health Services Corp., a Delaware corporation, MRI
Associates, L.P., an Indiana limited partnership, Maxum Health Services of
North Texas, Inc., a Texas corporation, Maxum Health Services of Dallas, Inc.,
a Texas corporation, NDDC, Inc., a Texas corporation, Diagnostic Solutions
Corp., a Delaware corporation, Orange County Regional PET Center-Irvine, LLC, a
California limited liability corporation, Valencia MRI, LLC, a California
limited liability corporation, San Fernando Valley Regional PET Center, LLC, a
California limited liability corporation and Wilkes-Barre Imaging, LLC, a
Pennsylvania limited liability corporation (collectively, the “Subsidiary
Guarantors” and together with the Parent, the “Guarantors”), and
U.S. Bank Trust National Association, a national banking association, as
trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the Guarantors and the Trustee
have entered into an Indenture, dated as of October 30, 2001, as amended and
supplemented by a First Supplemental Indenture dated February 25, 2002 and a
Second Supplemental Indenture dated April 2, 2003 (as amended and supplemented,
the “Existing Indenture”), pursuant to which the Company initially
issued $225,000,000 aggregate principal amount of the Notes (such term and all
other capitalized terms used herein and not otherwise defined herein having the
meanings in the Existing Indenture); and


 


WHEREAS, in accordance with Section 2.02 of the
Existing Indenture and subject to Article Four, the Trustee may at any time and
from time to time, upon receipt of an Authentication Order, authenticate for
original issue Notes in the aggregate principal amount specified in such
Authentication Order up to the aggregate principal amount of $325,000,000,
provided that certain conditions set forth in Section 2.02 of the Existing
Indenture are satisfied; and


 


WHEREAS, in accordance with Section 9.01 of the
Existing Indenture, the Company, the Guarantors and the Trustee may amend or
supplement the Existing Indenture without the consent of the Holders to, among
others, provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Existing Indenture and make certain changes that
do not adversely affect the interests of the Holders in any material respect;
and


 


WHEREAS, the Board of Directors of the Company has, as
evidenced by a Board Resolution, authorized the amendment of the Existing
Indenture pursuant to this Third Supplemental Indenture to clarify certain
definitions in the Existing Indenture in connection with the issuance of
$25,000,000 aggregate principal amount of additional Notes on the date of this
Third Supplemental Indenture (the “Second Closing Date”); and


 


WHEREAS, all things necessary to make this Third
Supplemental Indenture a valid supplement to the Indenture according to its
terms have been done and the Existing


 


1

















 


Indenture, as amended and supplemented by the Third Supplemental
Indenture, is hereinafter referred to as the Indenture.


 


NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises, and of other
valuable consideration the sufficiency of which is hereby acknowledged, each of
the Company and the Guarantors, jointly and severally, covenant and agree with
the Trustee, for the equal and proportionate benefit of all Holders, as
follows:


 


ARTICLE I



DEFINITIONS


 


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


 


“Notes” means any of the 9-7/8% Senior
Subordinated Notes due 2011 of the Company that are authenticated and delivered
under the Indenture.  For all purposes
of the Indenture, the term “Notes” shall include the Notes initially issued on
the Closing Date, the Notes initially issued on the Second Closing Date, any
other Additional Notes authenticated and delivered under the Indenture and any
Exchange Notes to be issued and exchanged for any Notes pursuant to a
Registration Rights Agreement and the Indenture.  For purposes of the Indenture, all Notes and the Additional
Notes, if any, shall be treated as a single class for all purposes under the
Indenture.


 


“Registration Rights Agreement” means (i) with
respect to the Notes initially issued on the Closing Date, the Registration
Rights Agreement, dated as of the Closing Date, by and among the Company, the
Guarantors party thereto and the other parties named on the signature pages
thereof, as such agreement may be amended, modified or supplemented from time
to time and (ii) with respect to the Notes issued on the Second Closing Date,
the Registration Rights Agreement, dated as of March 8, 2004, by and among the
Company, the Guarantors party thereto and the other parties named on the
signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.


 


“Trustee” means U.S. Bank Trust National
Association (as successor to State Street Bank and Trust Company, N.A.), until
a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.


 


ARTICLE II



CLOSING DOCUMENTS


 


Section
2.1.  Documents to Be Given to Trustee.  Pursuant to the provisions of Sections 2.02,
9.01 and 13.05 of the Indenture, the Company will deliver to the Trustee


 


2

















 


concurrently with the execution and delivery of this Third Supplemental
Indenture (i) an Authentication Order dated as of March 8, 2004, satisfying the
provisions of Section 2.02 of the Indenture, (ii) a Board Resolution satisfying
the provisions of Section 9.01 and (iii) an Opinion of Counsel and an Officers’
Certificate, each dated as of March 8, 2004, satisfying the provisions of
Sections 13.04 and 13.05 of the Indenture.


 


ARTICLE III


 


MISCELLANEOUS


 


Section
3.1.  Trustee’s Acceptance.  The Trustee accepts the provisions of this
Third Supplemental Indenture upon the terms and conditions set forth in the
Existing Indenture; provided, however, that the foregoing acceptance shall not
make the Trustee responsible in any manner whatsoever for the correctness of
recitals or statements by other parties herein.


 


Section
3.2.  Indenture to Remain in Full
Force and Effect.  Except as hereby
expressly provided in this Third Supplemental Indenture, the Existing
Indenture, as supplemented and amended by the First Supplemental Indenture and
the Second Supplemental Indenture, is in all respects ratified and confirmed
and all its terms, provisions and conditions shall be and remain in full force
and effect.


 


Section
3.3.  Guarantees.  Each Guarantor hereby agrees, ratifies and
reaffirms that its Guarantee pursuant to Section 11.1 of the Indenture shall
remain in full force and effect with respect to the Notes (including the Notes
issued on the Closing Date, the Notes issued on the Second Closing Date, any
other Notes issued in accordance with the Indenture and any Exchange Notes
issued in exchange therefor).


 


Section
3.4.  Notices.  Section 13.02(a) of the Existing Indenture
is amended and restated as follows:


 


(a)           “Any notice or communication by the
Company or any Guarantor, on the one hand, or the Trustee on the other hand, to
the other is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), facsimile
or overnight air courier guaranteeing next day delivery, to the others’
address:


 


If to the Company or any
Guarantor:


 


InSight Health Services
Corp.


26250 Enterprise Court


Suite 100


Lake Forest, CA  92630


Facsimile:  949-462-3703


Attention:  General Counsel


 


3

















 


with copies to:


 


J.W. Childs Associates,
L.P.


111 Huntington Avenue,
Suite 2900


Boston, MA  02199


Facsimile:  617-753-1101


Attention: Edward D. Yun


 


and to:


 


Halifax Capital Partners,
L.P.


1133 Connecticut Avenue N.W.


Suite 700


Washington, D.C.  20036


Facsimile:   202-296-7133


Attention:   David W. Dupree


 


and to:


 


Kaye Scholer LLP


245 Park Avenue


New York, NY 10022


Facsimile:  212-836-8689


Attention:  Stephen C. Koval,
Esq.


 


If to the Trustee:


 


U.S. Bank Trust National
Association


100 Wall Street, Suite
1600


New York, NY 10005


Attention: Corporate
Trust Department


 


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


 


Section
3.6.  Successors and Assigns.  All covenants and agreements in this Third
Supplemental Indenture made by the Company and the Guarantors shall bind their
respective successors and assigns, whether so expressed or not.


 


Section
3.7.  Conflict with Trust Indenture
Act.  If any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by operation of Trust Indenture Act Section 318(c), the imposed duties shall
control.


 


4

















 


Section
3.8.  Governing Law.  The laws of the State of New York shall
govern this Third Supplemental Indenture. 
The Trustee, the Company and the Guarantors agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Third Supplemental Indenture.


 


Section
3.9.  Titles, Headings, Etc.  The Article and Section headings of this
Third Supplemental Indenture are for convenience only and shall not affect the
construction hereof.


 


Section
3.10.  Separability Clause.  In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 3.11.  Execution
in Counterparts.  This Third
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed an original, but such counterparts shall together
constitute but one and the same instrument.


 


5

















 


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


 


	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
					



 

















 


	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXUM HEALTH SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight Health Corp., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
					



 

















 


	
   

  	
  MAXUM HEALTH SERVICES OF DALLAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  NDDC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  ORANGE COUNTY REGIONAL PET CENTER-IRVINE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight Health Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  VALENCIA MRI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight Health Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
					



 

















 


	
   

  	
  SAN FERNANDO VALLEY REGIONAL PET CENTER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight Health Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight Health Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian G. Drazba

  	
   

  
	
   

  	
   

  	
  Name: Brian G. Drazba

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
					



 

















 


This foregoing Third
Supplemental Indenture is hereby confirmed and accepted by the Trustee as of
the date first written above.


 


 


	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cheryl L. Clarke

  	
   

  
	
   

  	
   

  	
  Name: Cheryl L. Clarke

  
	
   

  	
   

  	
  Title: Assistant Vice
  President