Exhibit 10.21


THIRD AMENDMENT TO AMENDED AND


RESTATED
LOAN AND SECURITY AGREEMENT


THIS THIRD
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”)
is made and entered on May 29, 2007, by and among INSIGHT
HEALTH SERVICES CORP. (individually and, in its capacity as the representative of the other
Borrowers pursuant to Section 4.4 of
the Loan Agreement (as such terms are defined below), “InSight Health”),
a Delaware corporation, and those subsidiaries of InSight Health listed on the
signature pages hereof (InSight Health and each of its subsidiaries listed on
the signature pages hereto being referred to collectively as “Borrowers,” and
individually as a “Borrower”); INSIGHT HEALTH SERVICES
HOLDINGS CORP., a Delaware corporation (“Parent”); the various financial institutions listed on
the signature pages hereof (together with their respective successors and
permitted assigns, the “Lenders”); and BANK OF
AMERICA, N.A., a national bank (“BofA”), in its capacity as
collateral and administrative agent for certain financial institutions as “Lenders”
(together with its successors in such capacity, “Administrative Agent”).


Recitals:


Administrative
Agent, Lenders and Borrowers are parties to a certain Amended and Restated Loan
and Security Agreement dated September 22, 2005, as amended by a letter
agreement dated March 15, 2007, and by a second letter agreement dated May
1, 2007 (and as at any time further amended, restated, supplemented or
otherwise modified, the “Loan Agreement”), pursuant to which Lenders have made
certain loans and other extensions of credit to or for the benefit of
Borrowers.


After the
execution of this Amendment, but prior to 11:59 p.m. (New York City time) on
May 29, 2007 (the “Petition Date”), InSight Health and Parent (collectively,
the “Chapter 11 Debtors”) intend to file petitions for relief under chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware (the “Court”), commencing cases styled In re
InSight Health Services Corp. and In re InSight Health Services Holdings
Corp. (each, a “Chapter 11 Case,” and collectively, the “Chapter 11 Cases”).


In connection with the commencement of the Chapter 11 Cases, the
Obligors (as defined in the Loan Agreement) have requested that Administrative
Agent and Lenders amend certain provisions of the Loan Agreement as provided
herein.  Administrative Agent and BofA as
the sole Lender are willing to amend the Loan Agreement as hereinafter set
forth.


NOW,
THEREFORE, in consideration of the premises and for other 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
meanings ascribed to such terms in the Loan Agreement.












2.           Amendments to Loan Agreement. 
Subject to satisfaction of the conditions precedent set forth in Section
3 of this Amendment, the Loan Agreement is hereby amended as follows:


(a)           By
adding the parenthetical “(other than the Chapter 11 Debtors)” after the word “Obligor”
in clause (iii) of the definition of “Credit Judgment.”


(b)           By
inserting the following immediately before the period at the end of the
definition of “Material Adverse Effect”:


; provided, however, that the commencement of the Chapter
11 Cases shall not be deemed to have a Material Adverse Effect so long as no
Bankruptcy Default has occurred.


(c)           By adding “or (d)”
before the phrase “amend, modify, extend or renew any of the Loan Documents” at
the end of the definition of “Restrictive Agreement.”


(d)           By deleting the
definition of “Senior Note Indenture” and by substituting in lieu thereof the
following:


Senior Note Indenture - the
Indenture, dated as of September 22, 2005, among InSight Health, Parent,
Borrowers and U.S. Bank National Association, as trustee, as amended by the FRN
Indenture Amendment and as further amended and supplemented from time to time
to the extent permitted by this Agreement.


(e)           By deleting “$300,000,000”
from the definition of “Senior Notes” and by substituting in lieu thereof “$315,000,000.”


(f)            By inserting the
following new definitions into Section 1.1 in the appropriate alphabetical
order:


Adequate Protection Claim - the
right of the holder of a secured Claim against a Debtor to receive
periodic payments as adequate protection under Sections 361 or 363 of the
Bankruptcy Code.


Acceptable Plan - the (i) Plan or
(ii) another Reorganization Plan that provides, among other things, for the Full Payment
on the effective date of such other Reorganization Plan of all Obligations,
including the Cash Collateralization of all contingent obligations with respect
to Letters of Credit and Banking Relationship Debt; for an effective date no
later than 45 days after entry of the Confirmation Order; for the allowance of
the Obligations as a fully secured claim; for a release of any and all claims
any Debtor has or may have against BofA, in its capacity as Administrative
Agent or Lender or any “issuing bank” under the Loan Agreement, including any
and all claims arising under Chapter 5 of the Bankruptcy Code; and that
contains such other terms and conditions as are reasonably acceptable to
Administrative Agent and Lender.



 2
 








Bankruptcy Defaults - the occurrence
or existence of any one or more of the following events or conditions: (i) the
Petition Date has not occurred on or before the close of business on May 30,
2007; (ii) any of the Borrowing Reinstatement Conditions is not satisfied on or
before June 5, 2007, (iii) any motion or proceeding shall be filed or
commenced by or on behalf of either Chapter 11 Debtor seeking substantive
consolidation of any Borrower or any Borrower’s assets into the estates of
either Chapter 11 Debtor; (iv) any claim, action, or cause of action of
any nature shall be commenced or filed by or on behalf of either Chapter 11
Debtor against any Borrower; (v) the Chapter 11 Debtors fail to obtain a
Confirmation Order confirming an Acceptable Plan on or before
September 30, 2007; (vi) a trustee or examiner with expanded powers
shall be appointed in any of the Chapter 11 Cases; (vii) any of the
Chapter 11 Cases shall be dismissed or converted to Chapter 7; (viii) a
Confirmation Order is entered by the Court with respect to any Reorganization
Plan that is not an Acceptable Plan; (ix) any Reorganization Plan is filed
by any Person other than the Chapter 11 Debtors; (x) the Court enters an
order terminating the Chapter 11 Debtors’ exclusive time period under Section
1121 of the Bankruptcy Code within which to file a Reorganization Plan;
(xi) the amendment (other than as consented to by  Administrative Agent) or stay of any order in
the Chapter 11 Cases approving InSight Health’s execution and delivery of the
Fourth Amendment, InSight Health’s execution and delivery of a new Guaranty and
Security Agreement, and Parent’s amendment and reaffirmation of its Guaranty
and Security Agreement, or reversal, modification, or vacation of any such
order, whether on appeal or otherwise; (xii) the challenge by or on
behalf of a Chapter 11 Debtor of the validity, extent, perfection, or priority
of any Liens of Administrative Agent with respect to any of the Collateral, or
the validity or enforceability of any of the Obligations; (xiii) any
Person holding a Lien upon any pre-petition or post-petition
Property of any Chapter 11 Debtor being granted relief from the automatic stay
with respect to any Collateral or any other Property of a Chapter 11 Debtor if
such relief from stay with respect to any such other Property could reasonably
be expected to have a material adverse effect upon the Obligors’ financial
condition or business operations, taken as a whole; and (xiv) cessation by
either Chapter 11 Debtor of all or any material part of its
business operations (other than in connection with a sale or other
disposition of assets consented to by Administrative Agent) if such cessation
could reasonably be expected to have a material adverse effect upon the
Obligors’ financial condition or business operations, taken as a whole.


Borrowing Reinstatement
Conditions -  the following events or conditions, each of
which must be timely satisfied after the Petition Date and on or prior to June
5, 2007, as additional conditions to the obligations of Administrative Agent
and Lenders to honor any request of Borrowers for extensions of credit under
the Loan Agreement: (i) Administrative Agent receives a Fourth
Amendment executed by Obligors, (ii) Administrative 



 3
 








Agent receives a Guaranty and Security Agreement
executed by InSight Health in substantially the forms attached hereto as Exhibits
B-1 and B-2, respectively, guaranteeing the payment and performance
of the Obligations and securing those Obligations with all Collateral in which
InSight Health has rights, (iii) Administrative Agent receives an amendment,
ratification and reaffirmation executed by Parent of its Guaranty and Security
Agreement in substantially the form attached hereto as Exhibit B-3, and
(iv) the Court enters an order in form and substance satisfactory to
Administrative Agent authorizing the execution and performance by the Chapter
11 Debtors of the Fourth Amendment and each of the agreements attached hereto
as Exhibits B-1, B-2 and B-3, and providing that all liens
at any time granted by either of the Chapter 11 Debtors (whether prior to, on
or after the Petition Date) in favor of Administrative Agent shall attach to
all Collateral at any time owned by such Chapter 11 Debtor, whether acquired,
existing or arising on, prior to or after the Petition Date (it being agreed
that an order substantially in the form attached hereto as Exhibit B-4
is acceptable to Administrative Agent and Lenders).


Chapter 11 Cases - the chapter 11
cases styled In re InSight Health Services Corp. and In re InSight
Health Services Holdings Corp. pending in the Court.


Chapter 11 Debtors - collectively, InSight Health and Parent.


Confirmation
Order - an order
entered by the Court confirming a Reorganization Plan.


Court - United States Bankruptcy
Court for the District of Delaware, together with any other court having
jurisdiction over the Chapter 11 Cases or any proceedings therein from time to
time.


Fourth Amendment - a Fourth Amendment to Amended and Restated
Loan and Security Agreement among Borrowers, Administrative Agent and Lenders
in substantially the form attached hereto as Exhibit B-5.


FRN Indenture Amendment -
collectively, the (i) Waiver and Agreement No. 1 to the Senior Note Indenture
and (ii) Second Supplemental Indenture to the Senior Note Indenture, each dated
as of May 29, 2007, and attached hereto
as composite Exhibit B-6.


Petition
Date - the date of
filing of voluntary petitions for relief under chapter 11 of the Bankruptcy
Code by both of Parent and InSight Health in the Court.


Plan - a
Reorganization Plan proposed by the Chapter 11 Debtors substantially in the
form annexed to the Prospectus as in existence on May 2, 2007 (as the same may
be modified or amended from time to time, but 



 4
 








in no event shall the Plan as in existence on May 2,
2007, be amended in a manner that alters the treatment to be accorded the
Obligations), which shall (i) provide for the conversion to equity of the
Senior Subordinated Notes, (ii) require the allowance and Full Payment, on the
effective date, of all Obligations (or, in the case of Letters of Credit, cash
collateralization of such letters of credit to the extent of 104% of the
aggregate face amount thereof) to the extent not previously paid, and (iii)
contain a release of any and all claims any Chapter 11 Debtor has or may
have against Bank of America, N.A., in its capacity as Administrative Agent,
Lender or “Issuing Bank” under the Loan Agreement, including any and all claims
arising under Chapter 5 of the Bankruptcy Code.


Prospectus - the Prospectus and Consent Solicitation
statement filed by Parent with the SEC on May 2, 2007, as at any time amended
or supplemented.


Reorganization Plan
- a plan of reorganization or liquidation proposed under Section 1121 of the
Bankruptcy Code by the Chapter 11 Debtors or any other Person in either of the
Chapter 11 Cases.


(g)           By
deleting the last sentence of Section 2.1.3 and substituting in lieu thereof
the following:


In no event may any Revolver
Loan proceeds be used by any Borrower (i) to purchase or to carry, or
to reduce, retire or refinance any Debt incurred to purchase or carry, any
Margin Stock or for any related purpose that violates the provisions of
Regulations T, U or X of the Board of Governors, (ii) to fund any
operations or finance any investments or activities in, or to make payments to,
a Blocked Person, or (iii) to pay (or to make a Distribution or advance to a
Chapter 11 Debtor to pay) any Debt of a Chapter 11 Debtor other than payment of
accrued interest on the Senior Notes and payments in the Chapter 11 Cases on
account of Adequate Protection Claims in respect of Debts as to which Borrowers
are jointly and severally liable.


(h)           By inserting the phrase
“, and (vi) participation in the Chapter 11 Cases” immediately before the
period at the end of the second sentence of Section 3.4.1.


(i)            By
deleting Section 6.1 and substituting in lieu thereof the following:


6.1.  Term of Commitments. 
Subject to each Lender’s right to cease making Loans and other
extensions of credit to Borrowers when any Default or Event of Default exists
and prior to the satisfaction of the Borrowing Reinstatement Conditions, the
Commitments shall be in effect for a period commencing on the date hereof and
continuing until the date that is the soonest to occur of (i) October 31, 2007,
(ii) the effective date of any Reorganization Plan, or (iii) the date that the
Commitments are terminated as provided in Section 6.2
(such period of time being referred to herein as the “Term”).



 5
 








(j)            By deleting the first
sentence of Section 8.4 and substituting in lieu thereof the following:


Borrowers shall deliver to
Administrative Agent (and Administrative Agent shall, on request from a Lender,
promptly deliver to such Lender) a Borrowing Base Certificate:  (a) on the Petition Date (with the information
contained therein to be as of April 30, 2007); (b) on or before the 25th day of
each calendar month, prepared as of the close of business on the last day of
the previous month; (c) if there are Revolver Loans outstanding or the LC
Obligations that have not been Cash Collateralized exceed $2,000,000, on any
Business Day on which Borrowers shall dispose of any Eligible Accounts having a
face amount in excess of $250,000 to the extent permitted pursuant to clause
(ii)(k) of the definition of Permitted Asset Disposition; and (d) at such other
times as Administrative Agent may request if (i) an Event of Default exists,
(ii) there are Revolver Loans outstanding, or (iii) there are LC Obligations
that have not been Cash Collateralized that exceed $2,000,000 in the aggregate;
provided that Borrowers may deliver Borrowing Base Certificates more
frequently at their option.


(k)           By deleting Section
9.1.11 in its entirety and substituting in lieu thereof the word “Reserved.”


(l)            By adding
the parenthetical “(except for a going concern qualification arising solely
because of the commencement of the Chapter 11 Cases)” after the words
“Impermissible Qualification” in Section 10.1.3(i).


(m)          By
adding the phrase “, including comparisons of actual cash flow to projected
cash flow” immediately before the period at the end of Section 10.1.3(v).


(n)           By
deleting “$300,000,000” in Section 10.2.3(xvi) and by substituting in lieu
thereof “$315,000,000.”


 


(o)           By
deleting Section 10.2.5(x) and by substituting in lieu thereof the following:


(x)            Liens to
secure the Senior Notes on Property of Borrowers other than any of the
Collateral;


 


(p)           By adding a new Section
10.2.19 as follows:


10.2.19.  Fees Associated With FRN Indenture
Amendment.  Pay any fees that are
incurred in connection with or that accrue under the FRN Indenture Amendment,
except to the extent that (i) the aggregate amount of all such fees payable to
holders of Senior Notes does not exceed 



 6
 








$4,250,000 (including the Commitment Fee (defined
below)), excluding legal fees and other costs and expenses incurred in
connection with negotiating, documenting and implementing the FRN Indenture
Amendment and that may be payable to such holders or to other Persons, and (ii)
all fees, expenses and costs arising under or in connection with the FRN Indenture
Amendment are paid solely from proceeds of Senior Notes issued after the
Petition Date (the “Additional Senior Notes”), except that Borrowers may
pay a commitment or similar fee (the “Commitment Fee”) to certain holders of
Senior Notes in an aggregate amount not to exceed $1,250,000 using cash on
hand, so long as the proceeds received from the issuance of the Additional
Senior Notes are greater than or equal to all fees (including the Commitment
Fee), expenses and costs payable under or in connection with the FRN Indenture
Amendment.


(q)           By
adding the following proviso at the end of Section 12.1.5:


; provided, that any default or event of default under the
Senior Note Documents or the Senior Subordinated Note Documents as a result of
the commencement of the Chapter 11 Cases, the effectiveness of the FRN
Indenture Amendment or the failure to pay any amounts due with respect to the
Senior Subordinated Notes shall not constitute a Default or Event of Default so
long as the holders of such Debt have not exercised any rights or remedies to
enforce the collection of such Debt or taken any action to realize upon any
Lien or any assets of any Borrower.


(r)            By deleting Section
12.1.6 and substituting in lieu thereof the following:


12.1.6.       Bankruptcy
Defaults. Any Bankruptcy Default shall occur.


(s)           By deleting Section
12.1.7 and substituting in lieu thereof the word “Reserved.”


(t)            By deleting Section
12.1.8 and substituting in lieu thereof the following:


12.1.8.     Insolvency Proceedings.


(a)           Except for the Chapter
11 Cases, any Insolvency Proceeding shall be commenced by any Obligor; or


(b)           An Insolvency Proceeding
is commenced against any Obligor and (i) such Obligor consents to the
institution of the Insolvency Proceeding against it, (ii) the petition commencing
the Insolvency Proceeding is not timely controverted by such Obligor, (iii) the
petition commencing the Insolvency Proceeding is not dismissed within 60 days
after the date of the filing thereof (provided that, in any event, during the
pendency of any such period, Lenders shall be relieved from their obligation to
make Loans or otherwise extend credit to or for the benefit of Borrowers
hereunder), (iv) an interim trustee is appointed to take possession of all
or a substantial portion of the Properties of such Obligor or to operate all or
any substantial portion of the business of such Obligor, or (v) an order for
relief shall have been issued or entered in connection with such Insolvency
Proceeding; or



 7
 








(c)           Any Obligor shall make
an offer of settlement extension or composition to its unsecured creditors
generally.


(u)           By deleting the comma
in Section 12.1.13 and by substituting in lieu thereof the word “or.”


(v)           By deleting the
cross-reference to “Section 12.1.10” in both places that it appears in Section
12.2 and by substituting in lieu thereof the phrase “Section 12.1.8 or as a
result of the failure of any of the Borrowing Reinstatement Conditions to be
timely satisfied.”


(w)          By adding the attached Exhibits
B-1, B-2, B-3, B-4, B-5 and B-6 as exhibits to the Loan Agreement.


3.             Conditions
Precedent.  Section 2 of this
Amendment shall not become effective until (i) this Amendment is fully
executed by each of the Borrowers, (ii) Administrative Agent  executes this Amendment (notice of which is
hereby waived by each of the Borrowers), and (iii) Administrative Agent
receives the Amendment Fee (as defined below).


4.             No Post-Petition
Credit or Upstream Transfers Pending Satisfaction of Borrowing Reinstatement
Conditions.  Notwithstanding the
satisfaction of the conditions precedent in Section 3 of this Amendment and the
effectiveness of this Amendment, each Borrower acknowledges that neither
Administrative Agent nor any Lender shall have any obligation to make any loan
or to otherwise extend credit to any Borrower under the Loan Documents after
the Petition Date unless and until each of the Borrowing Reinstatement
Conditions is timely satisfied.  Further,
no Borrower shall make any Distribution, Upstream Payment, loan or other
transfer of property to a Chapter 11 Debtor after the Petition Date unless and
until each of the Borrowing Reinstatement Conditions is timely satisfied.


5.             Commitment to
Enter Into Post-Petition Agreements. 
No later than two Business Days after the Petition Date, each of
Borrowers, Parent, Administrative Agent and Lenders agrees to execute and
deliver each of the agreements described in the definition of “Borrowing
Reinstatement Conditions” to which such Person is a party.


6.             Ratification and Reaffirmation. 
Borrowers hereby ratify and reaffirm the Obligations, each of the Loan
Documents and all of Borrowers’ covenants, duties, indebtedness and liabilities
under the Loan Documents.


7.             Acknowledgments and Stipulations.  Borrowers acknowledge and stipulate that the
Loan Documents executed by Borrowers are legal, valid and binding obligations
of Borrowers that are enforceable against Borrowers in accordance with the
terms thereof  (except as the
enforceability thereof maybe 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 



 8
 








Borrowers); and the security interests and Liens
granted by each Borrower in favor of Administrative Agent and Lender are duly
perfected, first priority security interests and Liens (subject only to those
Permitted Liens that are expressly permitted by the terms of the
Loan Agreement to have priority over the Liens of Administrative
Agent).


8.             Representations and Warranties. 
Borrowers represent and warrant to Administrative Agent and Lenders, to
induce Administrative Agent and Lenders to enter into this Amendment, that,
after giving effect to the amendments set forth herein, no Default or Event of
Default exists on the date hereof; the execution, delivery and performance of
this Amendment have been duly authorized by all requisite corporate action on
the part of Borrowers and this Amendment has been duly executed and delivered
by Borrowers; and all of the representations and warranties made by Borrowers
in the Loan Agreement were true and correct in all material respects when made
and continue to be true and correct in all material respects on the date
hereof, except to the extent that any such representation or warranty is stated
to relate to an earlier date, in which case such representation or warranty
shall be true and correct in all material respects on and as of such earlier
date.


9.             Amendment Fee.  In consideration of Administrative Agent’s and Lender’s agreement to
enter into this Amendment, Borrowers shall pay to Administrative Agent, upon
the execution hereof, an amendment fee, in immediately available funds, in the
amount of $185,000 (the “Amendment Fee”), which fee shall be deemed fully
earned as of the date hereof and non-refundable when paid.


10.          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.


11.          Expenses of Administrative Agent.  Borrowers agree to pay, on demand, all  reasonable costs and expenses incurred by
Administrative 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 reasonable fees of Administrative
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.


12.          Governing Law. 
This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.


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


14.          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.



 9















15.          Counterparts; 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
signature delivered by a party by facsimile or portable document format by
electronic mail transmission shall be deemed to be an original signature
hereto.


16.          Further Assurances.  Borrowers agree to take such further actions
as Administrative
Agent 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.


17.          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.


18.          Release of Claims.  To induce
Administrative Agent and Lenders to enter into this Amendment, each Obligor
hereby releases, acquits and forever discharges Administrative Agent and
Lenders, and all officers, directors, agents, employees, successors and assigns
of Administrative Agent and Lenders, from any and all liabilities, claims,
demands, actions or causes of action of any kind or nature (if there be any),
whether absolute or contingent, disputed or undisputed, at law or in equity, or
known or unknown, that such Obligor now has or ever had against Administrative
Agent or any Lender arising under or in connection with any of the Loan
Documents.  Obligors represent and
warrant to Administrative Agent and Lenders that Obligors have not transferred
or assigned to any Person any claim that any Obligor ever had or claimed to
have against Lender.


19.          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.



 10
 









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


	
  

  	
  PARENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES HOLDINGS 

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  InSight Health Corp., as the sole member and 

  sole manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  	
   

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President 

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  InSight Health Corp., as the general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  	
   

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President 

  and Chief Financial Officer

  
									



 


[Signatures continued on
following page]



 11
 









 


	
  

  	
  VALENCIA MRI, LLC

  
	
   

  	
  ORANGE
  COUNTY REGIONAL PET CENTER- IRVINE, LLC

  
	
   

  	
  SAN
  FERNANDO VALLEY REGIONAL PET CENTER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  InSight Health Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President 

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARKWAY IMAGING CENTER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  
	
   

  	
  Name:

  	
  Mitch C. Hill

  
	
   

  	
  Title:

  	
  Manager

  
							



 


[Signatures continued on following page]



 12
 









 


	
  

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
  MAXUM HEALTH CORP.

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
   

  	
  MAXUM
  HEALTH SERVICES OF NORTH TEXAS, INC.

  
	
   

  	
  MAXUM
  HEALTH SERVICES OF DALLAS, INC.

  
	
   

  	
  NDDC, INC.

  
	
   

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
   

  	
  INSIGHT IMAGING SERVICES CORP.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING CENTERS, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- BILTMORE, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI-EAST MESA, INC.

  
	
   

  	
  TME ARIZONA, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- FREMONT, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- SAN FRANCISCO, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI- GARLAND, INC.

  
	
   

  	
  IMI OF ARLINGTON, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- FAIRFAX, INC.

  
	
   

  	
  IMI OF KANSAS CITY, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- BAKERSFIELD, INC.

  
	
   

  	
  MAXUM HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and 

  Chief Financial Officer

  



 



 13
 









 


	
  

  	
  COMPREHENSIVE
  OPEN MRI- CARMICHAEL/FOLSOM, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS SACRAMENTO, LLC

  
	
   

  	
  SYNCOR DIAGNOSTICS BAKERSFIELD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. and
  Comprehensive Medical Imaging Centers, 

  Inc., as the partners

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Mitch C.
  Hill

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President 

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHOENIX
  REGIONAL PET CENTER-THUNDERBIRD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging Centers, 

  Inc., as the sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
							



 


[Signatures continued on
following page]



 14
 









 


	
  

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  MESA MRI

  
	
   

  	
  LOS GATOS IMAGING CENTER

  
	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
  JEFFERSON MRI-BALA

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive Medical Imaging, Inc. 

  and Comprehensive Medical Imaging 

  Centers, Inc., as the members

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Mitch C. Hill

  	
   

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President 

  and Chief Financial Officer

  



 


[Signatures continued on
following page]



 15
 









 


	
  

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  
	
   

  	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Seth Benefield

  	
   

  
	
   

  	
  Name:

  	
  Seth Benefield

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Seth Benefield

  	
   

  
	
   

  	
  Name:

  	
  Seth Benefield

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 



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