Exhibit 4.5


 


FOURTH
SUPPLEMENTAL INDENTURE


 


This Fourth
Supplemental Indenture (this “Supplemental
Indenture”), dated as of June 8, 2004, by and among PARKWAY
IMAGING CENTER, LLC, a Nevada limited liability company, INSIGHT IMAGING SERVICES CORP., a Delaware
corporation, COMPREHENSIVE MEDICAL IMAGING, INC., a Delaware corporation, COMPREHENSIVE
MEDICAL IMAGING CENTERS, INC., a Delaware corporation, COMPREHENSIVE
MEDICAL IMAGING-BILTMORE, INC., a Delaware corporation,
COMPREHENSIVE OPEN MRI-EAST MESA, INC., a Delaware corporation, TME
ARIZONA, INC., a Texas corporation, COMPREHENSIVE MEDICAL IMAGING-FREMONT,
INC., a Delaware corporation, COMPREHENSIVE MEDICAL IMAGING-SAN FRANCISCO, INC., a
Delaware corporation, COMPREHENSIVE OPEN MRI-GARLAND, INC., a
Delaware corporation, IMI OF ARLINGTON, INC., a Delaware
corporation, COMPREHENSIVE MEDICAL IMAGING-FAIRFAX, INC., a Delaware
corporation, IMI OF KANSAS CITY, INC., a Delaware corporation,
COMPREHENSIVE MEDICAL IMAGING-BAKERSFIELD, INC., a Delaware
corporation, COMPREHENSIVE OPEN MRI-CARMICHAEL/FOLSOM, LLC, a California
limited liability company, SYNCOR DIAGNOSTICS SACRAMENTO, LLC, a
California limited liability company, SYNCOR DIAGNOSTICS BAKERSFIELD, LLC, a
California limited liability company, PHOENIX REGIONAL PET CENTER—THUNDERBIRD, LLC, an
Arizona limited liability company, MESA MRI, a Texas general partnership, MOUNTAIN
VIEW MRI, a Texas general partnership, LOS GATOS IMAGING CENTER, a
Texas general partnership, WOODBRIDGE MRI, a Texas general
partnership, JEFFERSON MRI-BALA, a Texas general partnership, JEFFERSON
MRI, a Texas general partnership (each of the foregoing entities is
referred to herein as a “Guaranteeing Subsidiary”), INSIGHT HEALTH SERVICES CORP. (or its
permitted successor), a Delaware corporation (the “Company”), INSIGHT HEALTH
SERVICES HOLDINGS CORP., the Subsidiary Guarantors (as defined in
the Indenture referred to herein) and U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Company, the Guarantors and the Trustee have entered into an Indenture, dated
as of October 30, 2001, as supplemented by a Supplemental Indenture dated
as of February 25, 2002, a Supplemental Indenture dated as of
April 2, 2003, and a Third Supplemental Indenture dated March 8, 2004
(as so supplemented, the “Indenture”), pursuant to which the Company has
issued $250,000,000 aggregate principal amount of the of 9 7/8% senior
subordinated notes due 2011 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Guarantee”); and


 


WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.


 

















 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


 


1.                                       Capitalized
Terms.  Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Indenture.


 


2.                                       Agreement
to Guarantee.  Each Guaranteeing
Subsidiary hereby agrees as follows:


 


(a)                                  Along
with all other Guarantors, to jointly and severally Guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:


 


(i)                                     the
principal of and interest on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and


 


(ii)                                  in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately.


 


(b)                                 The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
that might otherwise constitute a legal or equitable discharge or defense of a
guarantor.


 


(c)                                  The
following are hereby waived:  diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever.


 


(d)                                 This
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture.


 


(e)                                  If
any Holder or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors, or any Custodian, Trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors,
any amount paid by either to the


 


2

















 


Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.


 


(f)                                    Such
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.


 


(g)                                 As
between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article Six of the Indenture for the
purposes of the Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article Six of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of the Guarantee.


 


(h)                                 Pursuant
to Section 10.02 of the Indenture, after giving effect to any maximum
amount and any other contingent and fixed liabilities that are relevant under
any applicable Bankruptcy or fraudulent conveyance laws, and after giving
effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under Article Ten of the Indenture shall result in
the obligations of such Guarantor under its Guarantee not constituting a
fraudulent transfer or conveyance.


 


3.                                       Subordination.  The Obligations of each Guaranteeing
Subsidiary under its Guarantee pursuant to this Supplemental Indenture shall be
junior and subordinated to the Senior Indebtedness of such Guaranteeing
Subsidiary on the same basis as the Notes are junior and subordinated to the
Senior Indebtedness of the Company.  For
the purposes of the foregoing sentence, the Trustee and the Holders shall have
the right to receive and/or retain payments by each Guaranteeing Subsidiary
only at such time as they may receive and/or retain payments in respect of the
Notes pursuant to the Indenture, including Article Ten thereof.


 


4.                                       Execution
and Delivery.  Each Guaranteeing
Subsidiary agrees that the Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Guarantee.


 


5.                                       Guaranteeing
Subsidiary May Consolidate, Etc., on Certain Terms.


 


Except as
otherwise provided in Section 11.05 of the Indenture, a Subsidiary
Guarantor may not consolidate with or merge with or into any other Person or
convey, sell, assign, transfer, lease or otherwise dispose of its properties
and assets substantially as an entirety to any other Person (other than the
Company or another Subsidiary Guarantor) unless:


 


(i)                                     subject
to the provisions of the following paragraph, the Person formed by or surviving
such consolidation or merger (if other than such Subsidiary Guarantor) or to
which such properties and assets are transferred assumes all of the obligations
of such Subsidiary Guarantor under the Indenture and its Guarantee, pursuant to
a supplemental indenture in form and substance satisfactory to the Trustee;


 


3

















 


(ii)                                  immediately
after giving effect to such transaction, no Default or Event of Default has
occurred and is continuing; and


 


(iii)                               the
Subsidiary Guarantor delivers, or causes to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction
complies with the requirements of the Indenture.


 


For purposes of
the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of
the properties or assets of one or more Restricted Subsidiaries, the Capital
Stock of which constitutes all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.


 


In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the
same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to
be signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee.  All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Guarantees had
been issued at the date of execution hereof.


 


6.                                       Releases.


 


(a)                                  A
Subsidiary Guarantor will be deemed automatically and unconditionally released
and discharged from all of its obligations under its Guarantee without any
further action on the part of the Trustee or any Holder of the Notes upon a
sale or other disposition to a Person not an Affiliate of the Company of all of
the Capital Stock of, or all or substantially all of the assets of, such
Subsidiary Guarantor, by way of merger, consolidation or otherwise, which
transaction is carried out in accordance with Section 4.10 of the
Indenture; provided that any such
termination shall occur (x) only to the extent that all obligations of
such Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure any Indebtedness of
the Company shall also terminate upon such sale, disposition or release and
(y) only if the Trustee is furnished with written notice of such release
together with an Officers’ Certificate from such Subsidiary Guarantor to the
effect that all of the conditions to release in this Section 6 have been
satisfied.


 


(b)                                 Any
Guarantor not released from its obligations under its Guarantee shall remain
liable for the full amount of principal of and interest on the Notes and for
the other obligations of any Guarantor under the Indenture as provided in
Article Eleven of the Indenture.


 


4

















 


7.                                       No
Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Parent, the
Company or any Subsidiary Guarantor, as such shall have any liability for any
obligations of the Parent, the Company or the Subsidiary Guarantors under the
Notes, the Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder of Notes, by accepting a Note, waives and releases
all such liability.  The waiver and
release are part of the consideration for issuance of the notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


 


8.                                       NEW
YORK LAW TO GOVERN.  THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


9.                                       Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


10.                                 Effect
of Headings.  The
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


11.                                 Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Guaranteeing Subsidiary and the
Company.


 


[Remainder of Page Left Intentionally Blank]


 


5

















 


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


 


	
   

  	
  PARKWAY IMAGING
  CENTER, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT IMAGING
  SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING

  CENTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BILTMORE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


6

















 


	
   

  	
  COMPREHENSIVE
  OPEN MRI-EAST

  MESA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TME ARIZONA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FREMONT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  SAN FRANCISCO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL OPEN MRI-

  GARLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMI OF
  ARLINGTON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


7

















 


	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FAIRFAX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMI OF KANSAS
  CITY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BAKERSFIELD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI-

  CARMICHAEL/FOLSOM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYCNOR
  DIAGNOSTICS SACRAMENTO,

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


8

















 


	
   

  	
  SYCNOR DIAGNOSTICS
  BAKERSFIELD,

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHOENIX REGIONAL
  PET CENTER—

  THUNDERBIRD, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging Centers,

  Inc., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MESA MRI

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOUNTAIN VIEW
  MRI

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


9

















 


	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOS GATOS
  IMAGING CENTER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc.

  and Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JEFFERSON
  MRI-BALA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


10

















 


	
   

  	
  INSIGHT HEALTH
  SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH
  SERVICES HOLDINGS

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNAL MEDICAL
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXUM HEALTH
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


11

















 


	
   

  	
  RADIOSURGERY
  CENTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXUM HEALTH
  SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MRI ASSOCIATES,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health
  Corp., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXUM HEALTH
  SERVICES OF NORTH

  TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXUM HEALTH
  SERVICES OF

  DALLAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


12

















 


	
   

  	
  NDDC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIAGNOSTIC
  SOLUTIONS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILKES-BARRE
  IMAGING, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: InSight
  Health Corp., as the sole member

  and sole manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VALENCIA MRI,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health
  Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORANGE COUNTY
  REGIONAL PET

  CENTER – IRVINE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health
  Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  



 


13

















 


	
   

  	
  SAN FERNANDO
  VALLEY REGIONAL PET

  CENTER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health
  Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Steven
  T. Plochocki

  	
   

  
	
   

  	
  Name: Steven T.
  Plochocki

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Cheryl
  L. Clarke

  	
   

  
	
   

  	
  Name: Cheryl L.
  Clarke

  
	
   

  	
  Title: Assistant
  Vice President

  



 


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