<PAGE>
                                                                    Exhibit 10.4

                                                                  EXECUTION COPY



                                CREDIT AGREEMENT

                          Dated as of October 17, 2001

                                      among

                   INSIGHT Health Services ACQUISITION Corp.,
                                  as Borrower,

                     InSight Health Services Holdings Corp.

                                       and

                        THE SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,

                                   THE LENDERS
                         FROM TIME TO TIME PARTY HERETO,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent,

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                             as Documentation Agent,

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                        as Lead Arranger and Book Manager
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
SECTION 1  DEFINITIONS............................................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Computation of Time Periods....................................................................33
         1.3      Accounting Terms...............................................................................33

SECTION 2  CREDIT FACILITIES.....................................................................................34
         2.1      Revolving Loans................................................................................34
         2.2      Letter of Credit Subfacility...................................................................36
         2.3      Delayed-Draw Term Loans........................................................................41
         2.4      Tranche B Term Loan............................................................................45

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................47
         3.1      Default Rate...................................................................................47
         3.2      Continuation and Conversion....................................................................47
         3.3      Prepayments....................................................................................48
         3.4      Termination and Reduction of Commitments.......................................................50
         3.5      Fees...........................................................................................51
         3.6      Capital Adequacy...............................................................................53
         3.7      Limitation on Eurodollar Loans.................................................................53
         3.8      Illegality.....................................................................................54
         3.9      Requirements of Law............................................................................54
         3.10     Treatment of Affected Loans....................................................................55
         3.11     Taxes..........................................................................................56
         3.12     Compensation...................................................................................57
         3.13     Pro Rata Treatment.............................................................................58
         3.14     Sharing of Payments............................................................................59
         3.15     Payments, Computations, Etc....................................................................60
         3.16     Evidence of Debt...............................................................................62
         3.17     Replacement of Affected Lenders................................................................62

SECTION 4  GUARANTY..............................................................................................63
         4.1      The Guaranty...................................................................................63
         4.2      Obligations Unconditional......................................................................64
         4.3      Reinstatement..................................................................................65
         4.4      Certain Additional Waivers.....................................................................65
         4.5      Remedies.......................................................................................65
         4.6      Rights of Contribution.........................................................................65
         4.7      Guarantee of Payment; Continuing Guarantee; Subordination......................................66

SECTION 5  CONDITIONS............................................................................................67
         5.1      Closing Conditions.............................................................................67
         5.2      Conditions to all Extensions of Credit.........................................................71

SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................72
         6.1      Financial Condition............................................................................72
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         6.2      No Material Change.............................................................................73
         6.3      Organization and Good Standing.................................................................73
         6.4      Power; Authorization; Enforceable Obligations..................................................73
         6.5      No Conflicts...................................................................................74
         6.6      No Default.....................................................................................74
         6.7      Ownership......................................................................................74
         6.8      Indebtedness; Liens............................................................................74
         6.9      Litigation.....................................................................................75
         6.10     Taxes..........................................................................................75
         6.11     Compliance with Law............................................................................75
         6.12     ERISA..........................................................................................75
         6.13     Corporate Structure; Capital Stock, etc........................................................77
         6.14     Governmental Regulations, Etc..................................................................77
         6.15     Purpose of Loans and Letters of Credit.........................................................77
         6.16     Environmental Matters..........................................................................77
         6.17     Intellectual Property..........................................................................78
         6.18     Solvency.......................................................................................79
         6.19     Investments....................................................................................79
         6.20     Business Locations.............................................................................79
         6.21     Disclosure.....................................................................................79
         6.22     No Burdensome Restrictions.....................................................................79
         6.23     Brokers' Fees..................................................................................79
         6.24     Labor Matters..................................................................................80
         6.25     Nature of Business.............................................................................80

SECTION 7  AFFIRMATIVE COVENANTS.................................................................................80
         7.1      Information Covenants..........................................................................80
         7.2      Preservation of Existence and Franchises.......................................................83
         7.3      Books and Records..............................................................................83
         7.4      Compliance with Law............................................................................83
         7.5      Payment of Taxes and Other Claims..............................................................83
         7.6      Insurance......................................................................................83
         7.7      Use of Proceeds................................................................................84
         7.8      Audits/Inspections.............................................................................84
         7.9      Financial Covenants............................................................................84
         7.10     New Subsidiaries...............................................................................86
         7.11     Pledged Assets.................................................................................86
         7.12     Interest Rate Management.......................................................................87
         7.13     Intercompany Indebtedness of Joint Ventures....................................................87
         7.14     Upstreaming of Income from Joint Ventures......................................................88
         7.15     Further Assurances.............................................................................88

SECTION 8  NEGATIVE COVENANTS....................................................................................89
         8.1      Indebtedness...................................................................................89
         8.2      Liens..........................................................................................91
         8.3      Nature of Business.............................................................................93
         8.4      Consolidation, Merger, Dissolution, etc........................................................93
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                             <C>
         8.5      Asset Dispositions.............................................................................93
         8.6      Investments....................................................................................94
         8.7      Restricted Payments............................................................................98
         8.8      Prepayment of Other Indebtedness, etc..........................................................99
         8.9      Transactions with Insiders.....................................................................99
         8.10     Fiscal Year; Organizational Documents.........................................................100
         8.11     Limitation on Restricted Actions..............................................................100
         8.12     Ownership of Subsidiaries and Joint Ventures; Limitations on Parent...........................101
         8.13     Capital Expenditures..........................................................................101
         8.14     No Further Negative Pledges...................................................................102

SECTION 9  EVENTS OF DEFAULT....................................................................................102
         9.1      Events of Default.............................................................................102
         9.2      Acceleration; Remedies........................................................................105

SECTION 10  AGENCY PROVISIONS.................................................................................. 105
         10.1     Appointment and Authorization of Administrative Agent.........................................105
         10.2     Delegation of Duties..........................................................................106
         10.3     Liability of Administrative Agent.............................................................106
         10.4     Reliance by Administrative Agent..............................................................107
         10.5     Notice of Default.............................................................................107
         10.6     Credit Decision; Disclosure of Information by Administrative Agent............................108
         10.7     Indemnification of Administrative Agent.......................................................108
         10.8     Administrative Agent in its Individual Capacity...............................................109
         10.9     Successor Administrative Agent................................................................109
         10.10    Borrower Assignment, Assumption and Release...................................................110
         10.11    Other Administrative Agents; Lead Managers....................................................110

SECTION 11  MISCELLANEOUS.......................................................................................110
         11.1     Notices.......................................................................................110
         11.2     Right of Set-Off; Adjustments.................................................................111
         11.3     Successors and Assigns........................................................................112
         11.4     No Waiver; Remedies Cumulative................................................................115
         11.5     Expenses; Indemnification.....................................................................115
         11.6     Amendments, Waivers and Consents..............................................................116
         11.7     Counterparts..................................................................................120
         11.8     Headings......................................................................................120
         11.9     Survival......................................................................................120
         11.10    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial........................120
         11.11    Severability..................................................................................121
         11.12    Entirety......................................................................................121
         11.13    Binding Effect; Termination...................................................................122
         11.14    Confidentiality...............................................................................122
         11.15    Source of Funds...............................................................................123
         11.16    Regulation D..................................................................................123
         11.17    Conflict......................................................................................123
</TABLE>
<PAGE>
                                    SCHEDULES

Schedule 1.1A              Scheduled Financial Information
Schedule 1.1B              Joint Ventures
Schedule 2.1(a)            Lenders
Schedule 6.9               Litigation
Schedule 6.12              ERISA
Schedule 6.13              Subsidiaries
Schedule 6.16              Environmental Disclosures
Schedule 6.17              Intellectual Property
Schedule 6.20(a)           Mortgaged Properties
Schedule 6.20(b)           Collateral Locations
Schedule 6.20(c)           Chief Executive Offices/Principal Places of Business
Schedule 6.23              Brokers' Fees
Schedule 7.6               Insurance
Schedule 8.1(b)            Indebtedness
Schedule 8.1(f)            Terms of Subordination
Schedule 8.2               Liens
Schedule 8.6               Investments
Schedule 8.9               Transactions with Affiliates

                                    EXHIBITS

Exhibit 1.1A               Form of Borrower Assignment, Assumption and Release
Exhibit 1.1B               Form of InSight Acquisition Note
Exhibit 1.1C               Form of Pledge Agreement
Exhibit 1.1D               Form of Security Agreement
Exhibit 2.1(b)(i)          Form of Notice of Borrowing
Exhibit 2.1(e)             Form of Revolving Note
Exhibit 2.3(f)             Form of Delayed-Draw Term Note
Exhibit 2.4(f)             Form of Tranche B Term Note
Exhibit 3.2                Form of Notice of Continuation/Conversion
Exhibit 7.1(c)             Form of Officer's Compliance Certificate
Exhibit 7.10               Form of Joinder Agreement
Exhibit 11.3               Form of Assignment and Acceptance
<PAGE>
                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of October 17, 2001 (as amended,
modified, restated or supplemented from time to time, the "Credit Agreement"),
is by and among INSIGHT HEALTH SERVICES ACQUISITION CORP., a Delaware
corporation ("InSight Acquisition"), INSIGHT HEALTH SERVICES HOLDINGS CORP., a
Delaware corporation (the "Parent"), the Subsidiary Guarantors (as defined
herein), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as
Administrative Agent for the Lenders (in such capacity, the "Administrative
Agent"), FIRST UNION NATIONAL BANK, as Syndication Agent (in such capacity, the
"Syndication Agent") and THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation
Agent (in such capacity, the "Documentation Agent").

                               W I T N E S S E T H

         WHEREAS, InSight Acquisition has requested that the Lenders provide
credit facilities in an aggregate amount of $275,000,000 (the "Credit
Facilities") for the purposes hereinafter set forth;

         WHEREAS, the Lenders have agreed to make available the requested Credit
Facilities on the terms and conditions hereinafter set forth; and

         WHEREAS, the initial extensions of credit by the Lenders under the
Credit Facilities shall be made available to InSight Acquisition and, upon
consummation of the Transaction (hereinafter defined), InSight Health Services
Corp., a Delaware corporation (the "Acquired Company"), shall assume, and
InSight Acquisition shall be released from, the obligations of InSight
Acquisition as the Borrower under the Credit Facilities, and the Acquired
Company shall thereafter be the Borrower (as hereinafter defined) under the
Credit Facilities;

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                    SECTION 1

                                   DEFINITIONS

         1.1      DEFINITIONS.

         As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

                  "Acquired Company" shall have the meaning assigned to such
         term in the recitals hereto.

                  "Acquisition", by any Person (the "Acquirer"), means the
         acquisition by such Acquirer, whether for cash, property, services,
         assumption of Indebtedness, securities or otherwise, in a single
         transaction or in a series of related transactions and whether or not
         involving a merger or consolidation, of (i) all of the Capital Stock of
         another Person (the "Target") or, if the Target is a Subsidiary of the
         Acquirer at the time of such transaction or
<PAGE>
         becomes a Subsidiary of the Acquirer upon giving effect to such
         transaction, of any Capital Stock of such Target or (ii) all or
         substantially all of the Property of the Target.

                  "Adjusted Base Rate" means the Base Rate plus the Applicable
         Percentage.

                  "Adjusted Eurodollar Rate" means the Eurodollar Rate plus the
         Applicable Percentage.

                  "Administrative Agency Services Address" means Bank of
         America, N.A., NC1-001-15-04, 101 North Tryon Street, Charlotte, North
         Carolina 28255, Attn: Administrative Agency Services, or such other
         address as may be identified by written notice from the Administrative
         Agent to the Borrower.

                  "Administrative Agent" shall have the meaning assigned to such
         term in the heading hereof, together with any successors or assigns.

                  "Administrative Agent-Related Persons" means the
         Administrative Agent (including any successor administrative agent),
         together with its Affiliates (including, in the case of Bank of America
         in its capacity as the Administrative Agent, Banc of America Securities
         LLC), and the officers, directors, employees, agents and
         attorneys-in-fact of such Persons and Affiliates.

                  "Administrative Agent's Fee Letter" means that certain fee
         letter agreement dated June 28, 2001 between the Bank of America, Banc
         of America Securities LLC and the Sponsors, as amended, modified,
         restated or supplemented from time to time.

                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person or (ii) directly or
         indirectly owning or holding ten percent (10%) or more of the Capital
         Stock in such Person. For purposes of this definition, "control" when
         used with respect to any Person means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting securities, by contract or otherwise;
         and the terms "controlling" and "controlled" have meanings correlative
         to the foregoing. Notwithstanding the foregoing, the Administrative
         Agent, the Documentation Agent, the Syndication Agent, the Lenders and
         their respective Affiliates shall not be deemed to be "Affiliates" of
         any of the Credit Parties for purposes of the Credit Documents.

                  "Applicable Lending Office" means, for each Lender, the office
         of such Lender (or of an Affiliate of such Lender) as such Lender may
         from time to time specify to the Administrative Agent and the Borrower
         by written notice as the office by which its Eurodollar Loans are made
         and maintained.

                  "Applicable Percentage" means, for purposes of calculating the
         applicable interest rate for any day for any Loan, the applicable rate
         of the Revolving Commitment Unused Fee for any day for purposes of
         Section 3.5(a)(i), the applicable rate of the Standby Letter of Credit
         Fee for any day for purposes of Section 3.5(b)(i) or the applicable
         rate of the Trade Letter of Credit Fee for any day for purposes of
         Section 3.5(b)(ii), the appropriate applicable




                                       2
<PAGE>
         percentage corresponding to the Senior Leverage Ratio in effect as of
         the most recent Calculation Date:

<TABLE>
<CAPTION>
                                                                        APPLICABLE PERCENTAGES
                              ------------------------------------------------------------------------------------------------------
                                        FOR                   FOR TRANCHE B TERM
                                     REVOLVING              LOANS AND DELAYED-DRAW
                                       LOANS                    TERM LOANS
               SENIOR         ------------------------     ------------------------     FOR STANDBY      FOR TRADE     FOR REVOLVING
PRICING      LEVERAGE         EURODOLLAR     BASE RATE     EURODOLLAR     BASE RATE      LETTER OF       LETTER OF      COMMITMENT
 LEVEL         RATIO             LOANS          LOANS         LOANS          LOANS        CREDIT FEE      CREDIT FEE     UNUSED FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>            <C>           <C>            <C>           <C>              <C>           <C>
   I        greater than
            or equal to
            2.25 to 1.0          3.25%          2.25%         3.50%          2.50%          3.25%           1.625%          0.50%

   II       less than
            2.25 to 1.0
            but greater
            than or equal
            to 1.75 to 1.0       3.00%          2.00%         3.50%          2.50%          3.00%           1.50%           0.50%

  III       less than
            1.75 to 1.0
            but greater
            than or equal
            to 1.25 to 1.0       2.75%          1.75%         3.25%          2.25%          2.75%           1.375%          0.50%

  IV        less than
            1.25 to 1.0          2.50%          1.50%         3.25%          2.25%          2.50%           1.25%          0.375%
</TABLE>

         The Applicable Percentages shall be determined and adjusted quarterly
         on the date (each a "Calculation Date") five (5) Business Days after
         the date by which the Credit Parties are required to provide the
         officer's certificate in accordance with the provisions of Section
         7.1(c) for the most recently ended fiscal quarter of the Consolidated
         Parties; provided, however, that (i) the initial Applicable Percentages
         shall be based on Pricing Level II (as shown above) and shall remain at
         Pricing Level II until the Calculation Date for the fiscal quarter of
         the Consolidated Parties ending on March 31, 2002, on and after which
         time the Pricing Level shall be determined by the Senior Leverage Ratio
         as of the last day of the most recently ended fiscal quarter of the
         Consolidated Parties preceding the applicable Calculation Date and (ii)
         if the Credit Parties fail to provide the officer's certificate to the
         Administrative Agency Services Address as required by Section 7.1(c)
         for the last day of the most recently ended fiscal quarter of the
         Consolidated Parties preceding the applicable Calculation Date, the
         Applicable Percentage from such Calculation Date shall be based on
         Pricing Level I until such time as an appropriate officer's certificate
         is provided, whereupon the Pricing Level shall be determined by the
         Senior Leverage Ratio as of the last day of the most recently ended
         fiscal quarter of the Consolidated Parties preceding such Calculation
         Date. Each Applicable Percentage shall be effective from one
         Calculation Date until the next Calculation Date. Any adjustment in the
         Applicable Percentages shall be applicable to all existing Loans and
         Letters of Credit as well as any new Loans and Letters of Credit made
         or issued.

                  "Application Period" means, in respect of any Asset
         Disposition, the period of 360 days (or such earlier date as provided
         for reinvestment of the proceeds thereof under the documents evidencing
         or governing any Subordinated Indebtedness) following the consummation
         of such Asset Disposition.


                                       3
<PAGE>
                  "Approved Fund" means any Person (other than a natural Person)
         that is engaged in making, purchasing, holding or otherwise investing
         in commercial loans and similar extensions of credit in the ordinary
         course of its business that is administered or managed by (a) a Lender,
         (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
         entity that administers or manages a Lender.

                  "Asset Disposition" means any disposition of any or all of the
         Property (including without limitation the Capital Stock of a
         Subsidiary or a Joint Venture) of any Consolidated Party whether by
         sale, lease, licensing, transfer or otherwise, but other than pursuant
         to any casualty or condemnation event; provided, however, that the term
         "Asset Disposition" shall be deemed to (i) include any "Asset Sale" (or
         any comparable term) under, and as defined in, the documents evidencing
         or governing any Subordinated Indebtedness and (ii) exclude any Equity
         Issuance.

                  "Asset Disposition Prepayment Event" means, with respect to
         any Asset Disposition other than an Excluded Asset Disposition, the
         failure of the Credit Parties to apply (or cause to be applied) the Net
         Cash Proceeds of such Asset Disposition to Eligible Reinvestments
         during the Application Period for such Asset Disposition.

                  "Assignment and Acceptance" means an Assignment and Acceptance
         substantially in the form of Exhibit 11.3.

                  "Bank of America" means Bank of America, N.A. and its
         successors.

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.

                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following: (i) the entry of a decree or order
         for relief by a court or governmental agency in an involuntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or the appointment by a court or governmental
         agency of a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of such Person or for any
         substantial part of its Property or the ordering of the winding up or
         liquidation of its affairs by a court or governmental agency; or (ii)
         the commencement against such Person of an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or of any case, proceeding or other action for the
         appointment of a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of such Person or for any
         substantial part of its Property or for the winding up or liquidation
         of its affairs, and such involuntary case or other case, proceeding or
         other action shall remain undismissed for a period of sixty (60)
         consecutive days, or the repossession or seizure by a creditor of such
         Person of a substantial part of its Property; or (iii) such Person
         shall commence a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or consent
         to the entry of an order for relief in an involuntary case under any
         such law, or consent to the appointment of or the taking possession by
         a receiver, liquidator, assignee, secured creditor, custodian, trustee,
         sequestrator (or similar official) of such Person or for any
         substantial part of its Property or make any general


                                       4
<PAGE>
         assignment for the benefit of creditors; or (iv) such Person shall be
         unable to, or shall admit in writing its inability to, pay its debts
         generally as they become due.

                  "Base Rate" means, for any day, a fluctuating rate per annum
         equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and
         (b) the Prime Rate.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Borrower" means (i) until consummation of the Acquisition by
         InSight Acquisition of the Acquired Company pursuant to the Merger
         Agreement, InSight Acquisition and (ii) thereafter, the Acquired
         Company.

                  "Borrower Assignment, Assumption and Release" means the
         Assignment, Assumption and Release dated as of the Closing Date in the
         form of Exhibit 1.1A to be executed by InSight Acquisition and the
         Acquired Company.

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in Charlotte, North Carolina or New
         York, New York are authorized or required by law to close, except that,
         when used in connection with a Eurodollar Loan, such day shall also be
         a day on which dealings between banks are carried on in Dollar deposits
         in London, England.

                  "Businesses" means, at any time, a collective reference to the
         businesses operated by the Consolidated Parties at such time.

                  "Calculation Date" shall have the meaning assigned to such
         term in the definition of "Applicable Percentage" set forth in this
         Section 1.1.

                  "Capital Lease" means, as applied to any Person, any lease of
         any Property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is required to be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Capital Stock" means (i) in the case of a corporation,
         capital stock, (ii) in the case of an association or business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of capital stock, (iii) in the case of
         a partnership, partnership interests (whether general or limited), (iv)
         in the case of a limited liability company, membership interests and
         (v) any other interest or participation that confers on a Person the
         right to receive a share of the profits and losses of, or distributions
         of assets of, the issuing Person.

                  "Cash Equivalents" means, as at any date, (a) securities
         issued or directly and fully guaranteed or insured by the United States
         of America or any agency or instrumentality thereof (provided that the
         full faith and credit of the United States of America is pledged in
         support thereof) having maturities of not more than twelve months from
         the date of acquisition, (b) Dollar denominated time deposits and
         certificates of deposit of (i) any Lender, (ii) any domestic commercial
         bank of recognized standing having capital and surplus in excess of
         $500,000,000 or (iii) any bank whose short-term commercial paper


                                       5
<PAGE>
         rating from S&P is at least A-1 or the equivalent thereof or from
         Moody's is at least P-1 or the equivalent thereof (any such bank being
         an "Approved Bank"), in each case with maturities of not more than 270
         days from the date of acquisition, (c) commercial paper and variable or
         fixed rate notes issued by any Approved Bank (or by the parent company
         thereof) or any variable rate notes issued by, or guaranteed by, any
         domestic corporation rated A-1 (or the equivalent thereof) or better by
         S&P or P-1 (or the equivalent thereof) or better by Moody's and
         maturing within twelve months of the date of acquisition, (d)
         repurchase agreements entered into by any Person with a bank or trust
         company (including any of the Lenders) or recognized securities dealer
         having capital and surplus in excess of $500,000,000 for direct
         obligations issued by or fully guaranteed by the United States of
         America in which such Person shall have a perfected first priority
         security interest (subject to no other Liens) and having, on the date
         of purchase thereof, a fair market value of at least 100% of the amount
         of the repurchase obligations and (e) Investments, classified in
         accordance with GAAP as current assets, in money market investment
         programs registered under the Investment Company Act of 1940, as
         amended, which are administered by reputable financial institutions
         having capital of at least $500,000,000 and the portfolios of which are
         limited to Investments of the character described in the foregoing
         subdivisions (a) through (d).

                  "Change of Control" means the occurrence of any of the
         following events:

                           (a) the sale, lease, transfer or other disposition
                  (other than by way of merger or consolidation), in one or a
                  series of related transactions, of all or substantially all of
                  the assets of the Borrower and its Restricted Subsidiaries
                  taken as a whole to any "person" or "group" (within the
                  meaning of Sections 13(d) and 14(d)(2) of the Securities
                  Exchange Act) other than the Sponsors and the Related Parties;

                           (b) the Parent or the Borrower is liquidated or
                  dissolved or adopts a plan of liquidation or dissolution;

                           (c) prior to a Qualifying IPO, (1) the Parent shall
                  fail to own directly 100% of the outstanding Capital Stock of
                  the Borrower, (2) the Sponsors and the Related Parties shall
                  fail to own beneficially, directly or indirectly, at least a
                  majority of the outstanding Voting Stock of the Parent or (3)
                  the Sponsors and the Related Parties shall fail to control,
                  whether through ownership of Voting Stock, by contract or
                  otherwise, a majority of the seats (excluding vacant seats) on
                  the Parent's Board of Directors;

                           (d) after a Qualifying IPO, (1) if the IPO Issuer is
                  the Parent, the Parent shall fail to own directly 100% of the
                  outstanding Capital Stock of the Borrower, (2) the Sponsors
                  shall fail to own beneficially, directly or indirectly, at
                  least 35% of the outstanding Voting Stock of the IPO Issuer,
                  (3) any other "person" or "group" (within the meaning of
                  Sections 13(d) and 14(d)(2) of the Securities Exchange Act)
                  other than the Sponsors and the Related Parties shall
                  beneficially own, directly or indirectly, an amount of the
                  outstanding Voting Stock of the IPO Issuer greater than the
                  amount owned by the Sponsors and the Related Parties or (4)
                  the Sponsors and the Related Parties shall fail to control,
                  whether


                                       6
<PAGE>
                  through ownership of Voting Stock, by contract or otherwise, a
                  majority of the seats (excluding vacant seats) on the IPO
                  Issuer's Board of Directors; or

                           (e) the occurrence of a "Change of Control" (or any
                  comparable term) under, and as defined in, or the documents
                  evidencing or governing any Subordinated Indebtedness.

         As used herein, "beneficial ownership" shall have the meaning provided
         in Rule 13d-3 of the Securities and Exchange Commission under the
         Securities Exchange Act.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute thereto, as interpreted by the rules and
         regulations issued thereunder, in each case as in effect from time to
         time. References to sections of the Code shall be construed also to
         refer to any successor sections.

                  "Collateral" means a collective reference to all real and
         personal Property (other than Excluded Property) with respect to which
         Liens in favor of the Administrative Agent are purported to be granted
         pursuant to and in accordance with the terms of the Collateral
         Documents.

                  "Collateral Documents" means a collective reference to the
         Pledge Agreement, the Security Agreement and the Mortgage Instruments.

                  "Commitment" means (i) with respect to each Lender, the
         Revolving Commitment of such Lender, the Delayed-Draw Term Loan
         Commitment and the Tranche B Term Loan Commitment of such Lender, (ii)
         with respect to the Issuing Lender, the LOC Commitment and (iii) with
         respect to the Fronting Bank, the Fronting Commitment.

                  "Consolidated Capital Expenditures" means, as of any date for
         the four fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, all capital expenditures,
         as determined in accordance with GAAP; provided, however, that (i)
         Consolidated Capital Expenditures shall not include (a) Eligible
         Reinvestments made with the proceeds of any Asset Disposition or
         Involuntary Disposition, (b) Acquisitions or (c) an Eligible
         Reinvestment of the proceeds of any Equity Issuance by any Consolidated
         Party to any of the Sponsors or the Related Parties and (ii)
         Consolidated Capital Expenditures for each of the fiscal quarters
         ending on March 31, 2001 and June 30, 2001 shall be equal to the amount
         indicated for Consolidated Capital Expenditures for such quarter on
         Schedule 1.1A.

                  "Consolidated Cash Taxes" means, as of any date for the four
         fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, the aggregate of all
         taxes, as determined in accordance with GAAP, to the extent the same
         are paid in cash during such period; provided, however, that
         Consolidated Cash Taxes for the four fiscal quarter period ending
         December 31, 2001 shall be calculated as Consolidated Cash Taxes for
         the fiscal quarter ending December 31, 2001 multiplied by 4;
         Consolidated Cash Taxes for the four fiscal quarter period ending March
         31, 2002 shall


                                       7
<PAGE>
         be calculated as Consolidated Cash Taxes for the two fiscal quarters
         ending March 31, 2002 multiplied by 2; and Consolidated Cash Taxes for
         the fiscal quarter ending June 30, 2002 shall be calculated as
         Consolidated Cash Taxes for the three fiscal quarters ending preceding
         June 30, 2002 multiplied by 1.33.

                  "Consolidated EBITDA" means, as of any date for the four
         fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, the sum of (i)
         Consolidated Net Income, plus (ii) an amount which, in the
         determination of Consolidated Net Income, has been deducted for (A)
         interest expense, (B) income taxes, (C) depreciation and amortization
         expense, (D) minority interests (provided that minority interests shall
         not constitute more than 5% of Consolidated EBITDA for any applicable
         period), (E) one-time cash expenses incurred in connection with the
         Transaction, (F) fees paid to the Sponsors pursuant to the Management
         Agreement to the extent that such fees (1) were permitted to be paid
         pursuant to Section 8.9 and (2) are attributable to services rendered
         during the applicable period, (G) other non-cash charges (excluding (1)
         the provision for bad debts in connection with uncollectible accounts
         receivable and (2) items representing an accrual of or reserve for cash
         expenses in any future period) and (H) one-time cash expenses incurred
         in connection with any Permitted Investment, all as determined in
         accordance with GAAP; provided, however, that (i) Consolidated EBITDA
         for each of the fiscal quarters ending on March 31, 2001 and June 30,
         2001 shall be equal to the amount indicated for Consolidated EBITDA for
         such quarter on Schedule 1.1A and (ii) the portion of Consolidated
         EBITDA for any applicable period attributable to, without duplication,
         (A) Consolidated Parties which are not Credit Parties, (B) minority
         interests and (C) Investments in Unrestricted Joint Ventures, shall not
         exceed 32.5% of total Consolidated EBITDA for such period.

                  "Consolidated Interest Expense" means, as of any date for the
         four fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, interest expense
         (including the amortization of debt discount and premium, the interest
         component under Capital Leases and the implied interest component under
         Synthetic Leases), as determined in accordance with GAAP; provided,
         however, that Consolidated Interest Expense for the four fiscal quarter
         period ending December 31, 2001 shall be calculated as Consolidated
         Interest Expense for the fiscal quarter ending December 31, 2001
         multiplied by 4; Consolidated Interest Expense for the four fiscal
         quarter period ending March 31, 2002 shall be calculated as
         Consolidated Interest Expense for the two fiscal quarters ending March
         31, 2002 multiplied by 2; and Consolidated Interest Expense for the
         fiscal quarter ending June 30, 2002 shall be calculated as Consolidated
         Interest Expense for the three fiscal quarters ending June 30, 2002
         multiplied by 1.33.

                  "Consolidated Maintenance Capital Expenditures" means, for any
         period all Consolidated Capital Expenditures, other than any such
         Consolidated Capital Expenditure representing the purchase price of
         equipment, or the costs of construction or purchase price, for, or
         other costs associated with the acquisition or new construction of, an
         additional facility; provided, however, that Consolidated Maintenance
         Capital Expenditures for each of the fiscal quarters ending on March
         31, 2001 and June 30, 2001 shall be equal to the amount indicated for
         Consolidated Maintenance Capital Expenditures for such quarter on
         Schedule 1.1A.


                                       8
<PAGE>
                  "Consolidated Net Income" means, as of any date for the four
         fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, net income (excluding,
         without duplication, (i) extraordinary items and (ii) any amounts
         attributable to Investments in any Unrestricted Joint Venture to the
         extent that either (a) such amounts have not been distributed in cash
         to the Credit Parties during the applicable period, (b) such amounts
         were not earned by such Unrestricted Joint Venture during the
         applicable period or (c) there exists in respect of any future period
         any encumbrance or restriction on the ability of such Unrestricted
         Joint Venture to pay dividends or make any other distributions in cash
         on the Capital Stock of such Unrestricted Joint Venture held by the
         Credit Parties) after interest expense, income taxes and depreciation
         and amortization, all as determined in accordance with GAAP.

                  "Consolidated Parties" means a collective reference to the
         Borrower and the Restricted Subsidiaries, and "Consolidated Party"
         means any one of them. The Acquired Company shall be deemed to be a
         Consolidated Party for all purposes of this Credit Agreement.

                  "Consolidated Rental Expense" means, as of any date for the
         four fiscal quarter period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, rental expense under
         Operating Leases, as determined in accordance with GAAP; provided,
         however, that Consolidated Rental Expense for each of the fiscal
         quarters ending on March 31, 2001 and June 30, 2001 shall be equal to
         the amount indicated for Consolidated Rental Expense for such quarter
         on Schedule 1.1A.

                  "Consolidated Scheduled Funded Indebtedness Payments" means,
         as of any date for the four fiscal quarter period ending on such date
         with respect to the Consolidated Parties on a consolidated basis, the
         sum of all scheduled payments of principal on Funded Indebtedness, as
         determined in accordance with GAAP; provided, however, that
         Consolidated Scheduled Funded Indebtedness Payments for the four fiscal
         quarter period ending December 31, 2001 shall be calculated as
         Consolidated Scheduled Funded Indebtedness Payments for the fiscal
         quarter ending December 31, 2001 multiplied by 4; Consolidated
         Scheduled Funded Indebtedness Payments for the four fiscal quarter
         period ending March 31, 2002 shall be calculated as Consolidated
         Scheduled Funded Indebtedness Payments for the two fiscal quarters
         ending March 31, 2002 multiplied by 2; and Consolidated Scheduled
         Funded Indebtedness Payments for the fiscal quarter ending June 30,
         2002 shall be calculated as Consolidated Scheduled Funded Indebtedness
         Payments for the three fiscal quarters ending preceding June 30, 2002
         multiplied by 1.33. For purposes of this definition, "scheduled
         payments of principal" (i) shall be determined without giving effect to
         any reduction of such scheduled payments resulting from the application
         of any voluntary or mandatory prepayments made during the applicable
         period, (ii) shall be deemed to include the implied principal component
         of payments due on Capital Leases and Synthetic Leases and (iii) shall
         not include any voluntary prepayments or mandatory prepayments required
         pursuant to Section 3.3.

                  "Consolidated Working Capital" means, as of any date with
         respect to the Consolidated Parties on a consolidated basis, the sum of
         accounts receivable plus inventory minus accounts payable, all as
         determined in accordance with GAAP.


                                       9
<PAGE>
                  "Continue", "Continuation" and "Continued" shall refer to the
         continuation pursuant to Section 3.2 or Sections 3.7 through 3.12,
         inclusive, of a Eurodollar Loan from one Interest Period to the next
         Interest Period.

                  "Convert", "Conversion" and "Converted" shall refer to a
         conversion pursuant to Section 3.2 or Sections 3.7 through 3.12,
         inclusive, of a Base Rate Loan into a Eurodollar Loan.

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the LOC Documents, each Joinder Agreement, the
         Administrative Agent's Fee Letter and the Collateral Documents (in each
         case as the same may be amended, modified, restated, supplemented,
         extended, renewed or replaced from time to time), and "Credit Document"
         means any one of them.

                  "Credit Facilities" shall have the meaning assigned to such
         term in the recitals hereto.

                  "Credit Parties" means a collective reference to the Borrower
         and the Guarantors, and "Credit Party" means any one of them. The
         Acquired Company shall be deemed to be a Credit Party for all purposes
         of this Credit Agreement.

                  "Credit Party Obligations" means, without duplication, (i) all
         of the obligations of the Credit Parties to the Lenders (including the
         Issuing Lender) and the Administrative Agent, whenever arising, under
         this Credit Agreement, the Notes, the Collateral Documents or any of
         the other Credit Documents (including, but not limited to, any interest
         accruing after the occurrence of a Bankruptcy Event with respect to any
         Credit Party, regardless of whether such interest is an allowed claim
         under the Bankruptcy Code) and (ii) all liabilities and obligations,
         whenever arising, owing from the Borrower to any Lender, or any
         Affiliate of a Lender, arising under any Hedging Agreement.

                  "Debt Issuance" means the issuance by any Consolidated Party
         of any Indebtedness of the type referred to in clause (a) or (b) of the
         definition thereof set forth in this Section 1.1.

                  "Debt Issuance Prepayment Event" means the receipt by any
         Consolidated Party of proceeds from any Debt Issuance other than an
         Excluded Debt Issuance.

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" means, at any time, any Lender that, as
         determined by the Administrative Agent, (a) has failed to make a Loan
         or purchase a Participation Interest required pursuant to the terms of
         this Credit Agreement within one Business Day of when due, (b) other
         than as set forth in (a) above, has failed to pay to the Administrative
         Agent or any Lender an amount owed by such Lender pursuant to the terms
         of this Credit Agreement within one Business Day of when due, unless
         such amount is subject to a good faith dispute or (c) has been deemed
         insolvent or has become subject to a bankruptcy or insolvency


                                       10
<PAGE>
         proceeding or with respect to which (or with respect to any of the
         assets of which) a receiver, trustee or similar official has been
         appointed.

                  "Delayed-Draw Term Loan Borrowing Request" means a written
         notice from the Borrower to the Administrative Agent requesting a
         Delayed-Draw Term Loan and specifying (i) that a Delayed-Draw Term Loan
         is requested, (ii) the date of the requested borrowing (which shall be
         a Business Day at least five (5) Business Days after the date of
         receipt of such notice by the Administrative Agent (or such later date
         as the Fronting Bank and the Administrative Agent may agree with the
         Borrower in order to minimize the incurrence of costs by the Borrower
         pursuant to Section 3.12(a) in connection with such borrowing)), (iii)
         the aggregate principal amount to be borrowed (which shall be at least
         $10,000,000 or an integral multiple of $1,000,000 in excess thereof)
         and (iv) whether the borrowing shall be comprised of Base Rate Loans,
         Eurodollar Loans or a combination thereof, and if Eurodollar Loans are
         requested, the Interest Period(s) therefor.

                  "Delayed-Draw Term Loan Commitment" means, with respect to
         each Lender, the commitment of such Lender in an aggregate principal
         amount at any time outstanding of up to such Lender's Delayed-Draw Term
         Loan Commitment Percentage (if any) of the Delayed-Draw Term Loan
         Committed Amount, to make Delayed-Draw Term Loans in accordance with
         the provisions of Section 2.3(a).

                  "Delayed-Draw Term Loan Commitment Percentage" means, for any
         Lender, the percentage identified as its Delayed-Draw Term Loan
         Commitment Percentage on Schedule 2.1(a), as such percentage may be
         modified in connection with any assignment made in accordance with the
         provisions of Section 11.3.

                  "Delayed-Draw Term Loan Commitment Termination Date" means the
         earliest of (i) the date that the Delayed-Draw Term Loan Commitments
         shall have been terminated as provided herein, (ii) the date that the
         Delayed-Draw Term Loan Committed Amount shall have been reduced to zero
         ($0) and (iii) October 17, 2003.

                  "Delayed-Draw Term Loan Commitment Unused Fee" shall have the
         meaning assigned to such term in Section 3.5(a)(ii).

                  "Delayed-Draw Term Loan Commitment Unused Fee Calculation
         Period" shall have the meaning assigned to such term in Section
         3.5(a)(ii).

                  "Delayed-Draw Term Loan Committed Amount" shall have the
         meaning assigned to such term in Section 2.3(a).

                  "Delayed-Draw Term Loan Funding Notice" shall have the meaning
         assigned to such term in Section 2.3(b)(i).

                  "Delayed-Draw Term Loan Tranches 1, 2, 3 and 4" and
         "Delayed-Draw Term Loan Tranches" shall have the meaning assigned to
         such terms in Section 2.3(g).

                  "Delayed-Draw Term Loans" shall have the meaning assigned to
         such term in Section 2.3(a).


                                       11
<PAGE>
                  "Delayed-Draw Term Note" shall have the meaning assigned to
         such term in Section 2.3(f).

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Domestic Subsidiary" means any direct or indirect Subsidiary
         of the Borrower which is incorporated or organized under the laws of
         any State of the United States of America or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender, (ii) an Affiliate of a
         Lender, (iii) an Approved Fund and (iv) any other Person (other than a
         natural Person) approved by the Administrative Agent, the Issuing
         Lender (in the case of any assignment of Revolving Loans and Revolving
         Commitments only) and, unless (x) such Person is taking delivery of an
         assignment in connection with physical settlement of a credit
         derivatives transaction or (y) an Event of Default has occurred and is
         continuing, the Borrower (each such approval not to be unreasonably
         withheld or delayed); provided, however, that neither the Borrower nor
         an Affiliate of the Borrower shall qualify as an Eligible Assignee.

                  "Eligible Reinvestment" means (i) any acquisition (whether or
         not constituting a capital expenditure, but not constituting an
         Acquisition) of assets or any business (or any substantial part
         thereof) used or useful in the same or a similar line of business as
         the Borrower and its Restricted Subsidiaries were engaged in on the
         Closing Date (or any reasonable extensions or expansions thereof) and
         (ii) any Permitted Acquisition. The term "Eligible Reinvestment" shall
         not include any item which is not a permitted application of proceeds
         of an "Asset Sale" (or any comparable term) under, and as defined in,
         the documents evidencing or governing any Subordinated Indebtedness.

                  "Environmental Laws" means any and all applicable Federal,
         state, local and foreign statutes, laws (including, without limitation,
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, the Resource Conservation and Recovery Act of 1976, the
         Toxic Substances Control Act, the Water Pollution Control Act, the
         Clean Air Act and the Hazardous Materials Transportation Act),
         regulations, ordinances, rules, judgments, orders, decrees, permits,
         concessions, grants, franchises, licenses, agreements or other
         governmental restrictions relating to the environment or to emissions,
         discharges, releases or threatened releases of pollutants,
         contaminants, chemicals, or industrial, toxic or hazardous substances
         or wastes into the environment including, without limitation, ambient
         air, surface water, ground water, or land, or otherwise relating to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport, or handling of pollutants, contaminants,
         chemicals, or industrial, toxic or hazardous substances or wastes.

                  "Equity Issuance" means any issuance by any Consolidated Party
         to any Person of (a) shares of its Capital Stock, (b) any shares of its
         Capital Stock pursuant to the exercise of options or warrants, (c) any
         shares of its Capital Stock pursuant to the conversion of any debt
         securities to equity or (d) any options or warrants relating to its
         Capital Stock. The term "Equity Issuance" shall not be deemed to
         include any Asset Disposition.


                                       12
<PAGE>
                  "Equity Issuance Prepayment Event" means the receipt by any
         Consolidated Party of proceeds from any Equity Issuance other than an
         Excluded Equity Issuance.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity which is under common
         control with any Consolidated Party within the meaning of Section
         4001(a)(14) of ERISA, or is a member of a group which includes any
         Consolidated Party and which is treated as a single employer under
         Sections 414(b) or (c) of the Code.

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by any Consolidated Party or any ERISA Affiliate from a
         Multiple Employer Plan during a plan year in which it was a substantial
         employer (as such term is defined in Section 4001(a)(2) of ERISA), or
         the termination of a Multiple Employer Plan; (iii) the distribution of
         a notice of intent to terminate or the actual termination of a Plan
         pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution
         of proceedings to terminate or the actual termination of a Plan by the
         PBGC under Section 4042 of ERISA; (v) any event or condition which
         might constitute grounds under Section 4042 of ERISA for the
         termination of, or the appointment of a trustee to administer, any
         Plan; (vi) the complete or partial withdrawal of any Consolidated Party
         or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions
         for imposition of a lien under Section 302(f) of ERISA exist with
         respect to any Plan; or (viii) the adoption of an amendment to any Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA.

                  "Eurodollar Loan" means any Loan that bears interest at a rate
         based upon the Eurodollar Rate.

                  "Eurodollar Rate" means for any Interest Period with respect
         to any Eurodollar Loan, a rate per annum determined by the
         Administrative Agent to be equal to the quotient obtained by dividing
         (a) the Interbank Offered Rate by (b) 1 minus the Eurodollar Reserve
         Percentage.

                  "Eurodollar Reserve Percentage" means, for any day during any
         Interest Period, the reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day,
         whether or not applicable to any Lender, under regulations issued from
         time to time by the Board of Governors of the Federal Reserve System
         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"). The Eurodollar Rate for each outstanding Eurodollar Rate
         Loan shall be adjusted automatically as of the effective date of any
         change in the Eurodollar Reserve Percentage.

                  "Event of Default" shall have the meaning assigned to such
         term in Section 9.1.


                                       13
<PAGE>
                  "Excess Cash Flow" means, with respect to any fiscal year
         period of the Consolidated Parties on a consolidated basis, an amount
         equal to (a) Consolidated EBITDA (determined after adding back, but
         without duplication, any amounts deducted in determining Consolidated
         Net Income for such fiscal year period that were paid, incurred,
         assumed or accrued in violation of any of the provisions of this Credit
         Agreement) minus (b) Consolidated Capital Expenditures that are
         permitted to be made hereunder paid (or required to be paid) in cash
         (excluding any cash obtained through the incurrence of Indebtedness)
         minus (c) Consolidated Interest Expense in respect of Indebtedness that
         is permitted to be incurred hereunder paid (or required to be paid) in
         cash minus (d) Federal, state and other income taxes actually paid by
         the Consolidated Parties on a consolidated basis minus (e) Consolidated
         Scheduled Funded Indebtedness Payments that are permitted to be made
         hereunder, together with any optional prepayments of the Delayed-Draw
         Term Loans or the Tranche B Term Loans and any prepayments of Revolving
         Loans to the extent accompanied by a permanent reduction of the
         Revolving Committed Amount minus (f) Permitted Investments made in cash
         plus/minus (g) changes in Consolidated Working Capital other than as
         the result of the consummation of any Permitted Acquisition during such
         fiscal year; provided, however, that solely with respect to the
         calculation of Excess Cash Flow for fiscal year 2002, the applicable
         period for measuring the components thereof shall commence on the
         Closing Date and end on June 30, 2002).

                  "Excess Proceeds" shall have the meaning assigned to such term
         in Section 7.6(b).

                  "Excluded Asset Disposition" means, with respect to any
         Consolidated Party, any Asset Disposition consisting of (i) the sale,
         lease, license, transfer or other disposition of Property in the
         ordinary course of such Consolidated Party's business, (ii) the sale,
         lease, license, transfer or other disposition of Property no longer
         used or useful in the conduct of such Consolidated Party's business,
         (iii) any sale, lease, license, transfer or other disposition of
         Property by such Consolidated Party to any Credit Party, provided that
         the Credit Parties shall cause to be executed and delivered such
         documents, instruments and certificates as the Administrative Agent may
         request so as to cause the Credit Parties to be in compliance with the
         terms of Section 7.11 after giving effect to such transaction, (iv) any
         Involuntary Disposition by such Consolidated Party, (v) any Asset
         Disposition by such Consolidated Party constituting a Permitted
         Investment, (vi) if such Consolidated Party is not a Credit Party, any
         sale, lease, license, transfer or other disposition of Property by such
         Consolidated Party to any Consolidated Party that is not a Credit Party
         and (vii) other sales, leases, transfers or dispositions of other
         assets (other than Capital Stock in any Credit Party) provided that the
         aggregate net book value of the assets sold or otherwise disposed of by
         the Credit Parties in any such transaction shall not exceed $100,000;
         provided, however, that the term "Excluded Asset Disposition" shall not
         include any Asset Disposition to the extent that any portion of the
         proceeds of such Asset Disposition would be required under the
         documents evidencing or governing any Subordinated Indebtedness to be
         applied to permanently retire Indebtedness of the Consolidated Parties.

                  "Excluded Debt Issuance" means any Debt Issuance permitted by
         Section 8.1.

                  "Excluded Equity Issuance" means any Equity Issuance by any
         Consolidated Party to any Credit Party, any member of management of the
         Borrower, any of the Sponsors or any of the Related Parties; provided,
         however, that the term "Excluded Equity Issuance"


                                       14
<PAGE>
         shall not include any Equity Issuance to the extent that any portion of
         the proceeds of such Equity Issuance would be required under the
         documents evidencing or governing any Subordinated Indebtedness to be
         applied to permanently retire Indebtedness of the Consolidated Parties.

                  "Excluded Property" means, with respect to any Consolidated
         Party, including any Person that becomes a Consolidated Party after the
         Closing Date as contemplated by Section 7.10, (i) any owned real
         Property of such Consolidated Party which has a net book value of less
         than $100,000, provided that the aggregate net book value of all real
         Property of all of the Consolidated Parties excluded pursuant to this
         clause (i) shall not exceed $1,000,000, (ii) any leased real Property
         of such Consolidated Party which (a) is designated as an "Excluded
         Property" on Schedule 6.20(a) or (b) is acquired after the Closing Date
         and either (A) is subject to annual rental payments of less than
         $120,000 and has an initial lease term of less than ten years or (B) is
         being used for administrative purposes, (iii) any leased personal
         Property of such Consolidated Party, (iv) any personal Property of such
         Consolidated Party (other than motor vehicles) in respect of which
         perfection of a Lien is not either (A) governed by the Uniform
         Commercial Code or (B) effected by appropriate evidence of the Lien
         being filed in either the United States Copyright Office or the United
         States Patent and Trademark Office, (v) any Retained Rights and (vi)
         any Property of such Consolidated Party which, subject to the terms of
         Section 8.11 and Section 8.14, is subject to a Lien of the type
         described in Section 8.2(g) pursuant to documents which prohibit such
         Consolidated Party from granting any other Liens in such Property.

                  "Executive Officer" of any Person means any of the chief
         executive officer, chief operating officer, president, vice president,
         chief financial officer or treasurer of such Person.

                  "Extraordinary Receipt" means, with respect to any Person, any
         cash or Cash Equivalents in excess of $250,000 for any fiscal year
         received by or paid to or for the account of such Person not in the
         ordinary course of business, including, without limitation, tax
         refunds, pension plan reversions, proceeds of insurance (other than
         proceeds of an Involuntary Disposition or, to the extent such proceeds
         constitute compensation for lost earnings, of business interruption
         insurance), condemnation awards (and payments in lieu thereof),
         indemnity payments and any purchase price adjustments.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards to the nearest 1/100 of 1%) equal to the weighted
         average of the rates on overnight Federal funds transactions with
         members of the Federal Reserve System arranged by Federal funds brokers
         on such day, as published by the Federal Reserve Bank on the Business
         Day next succeeding such day; provided that (a) if such day is not a
         Business Day, the Federal Funds Rate for such day shall be such rate on
         such transactions on the next preceding Business Day as so published on
         the next succeeding Business Day, and (b) if no such rate is so
         published on such next succeeding Business Day, the Federal Funds Rate
         for such day shall be the average rate charged to Bank of America on
         such day on such transactions as determined by the Administrative
         Agent.

                  "Fees" means all fees payable pursuant to Section 3.5.


                                       15
<PAGE>
                  "FIRREA" means the Financial Institutions Reform, Recovery,
         and Enforcement Act of 1989, as amended, and any successor statute
         thereto, as interpreted by the rules and regulations thereunder, as
         amended, including, without limitation, 12 CFR part 34.41 to 34.47.

                  "Fixed Charge Coverage Ratio" means, as of the end of any
         fiscal quarter of the Consolidated Parties for the four fiscal quarter
         period ending on such date with respect to the Consolidated Parties on
         a consolidated basis, the ratio of (a) the sum of (i) Consolidated
         EBITDA for such period plus (ii) Consolidated Rental Expense for such
         period to the extent paid (or required to be paid) in cash minus (iii)
         Consolidated Maintenance Capital Expenditures for such period to the
         extent paid (or required to be paid) in cash minus (iv) Consolidated
         Cash Taxes for such period to (b) the sum of (i) Consolidated Interest
         Expense for such period to the extent paid (or required to be paid) in
         cash plus (ii) Consolidated Scheduled Funded Indebtedness Payments for
         such period plus (iii) Consolidated Rental Expense for such period to
         the extent paid (or required to be paid) in cash.

                  "Foreign Subsidiary" means any direct or indirect Subsidiary
         of the Borrower which is not a Domestic Subsidiary.

                  "Fronting Bank" means Bank of America.

                  "Fronting Commitment" means the commitment of the Fronting
         Bank to front Delayed-Draw Term Loans in an aggregate cumulative
         principal amount of up to the Delayed-Draw Term Loan Committed Amount.

                  "Fully Satisfied" means, with respect to the Credit Party
         Obligations as of any date, that, as of such date, (a) all principal of
         and interest accrued to such date which constitute Credit Party
         Obligations shall have been paid in full in cash, (b) all fees,
         expenses and other amounts then due and payable which constitute Credit
         Party Obligations shall have been paid in full in cash, (c) all
         outstanding Letters of Credit shall have been (i) terminated, (ii)
         fully cash collateralized or (iii) secured by one or more letters of
         credit on terms and conditions, and with one or more financial
         institutions, reasonably satisfactory to the Issuing Lender and (d) the
         Commitments shall have been expired or terminated in full.

                  "Funded Indebtedness" means, with respect to any Person,
         without duplication, (a) all obligations of such Person for borrowed
         money, (b) all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments, or upon which interest
         payments are customarily made, (c) all obligations of such Person under
         conditional sale or other title retention agreements relating to
         Property purchased by such Person (other than customary reservations or
         retentions of title under agreements with suppliers entered into in the
         ordinary course of business), (d) all obligations of such Person issued
         or assumed as the deferred purchase price of Property or services
         purchased by such Person (other than trade debt due within six months
         of the incurrence thereof) which would appear as liabilities on a
         balance sheet of such Person, (e) the implied principal component of
         all obligations of such Person under Capital Leases, (f) the maximum
         amount of all performance and standby


                                       16
<PAGE>
         letters of credit issued or bankers' acceptances facilities created for
         the account of such Person and, without duplication, all drafts drawn
         thereunder (to the extent unreimbursed), (g) the principal portion of
         all obligations of such Person under Synthetic Leases, (h) the
         aggregate amount of uncollected accounts receivable of such Person
         subject at such time to a sale of receivables (or similar transaction)
         to the extent such transaction is effected with recourse to such Person
         (whether or not such transaction would be reflected on the balance
         sheet of such Person in accordance with GAAP), (i) all Funded
         Indebtedness of others secured by (or for which the holder of such
         Funded Indebtedness has an existing right, contingent or otherwise, to
         be secured by) any Lien on, or payable out of the proceeds of
         production from, Property owned or acquired by such Person, whether or
         not the obligations secured thereby have been assumed, but only to the
         extent that the aggregate amount of such Funded Indebtedness does not
         exceed the fair market value of Property, (j) all Guaranty Obligations
         of such Person with respect to Funded Indebtedness of another Person
         and (k) the Funded Indebtedness of any partnership or unincorporated
         joint venture in which such Person is a general partner or a joint
         venturer to the extent such Indebtedness is recourse to such Person.

                  "GAAP" means generally accepted accounting principles in the
         United States of America applied on a consistent basis and subject to
         the terms of Section 1.3 (except, in respect of Synthetic Leases, as
         otherwise treated herein).

                  "Governmental Authority" means any Federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body.

                  "Guarantors" means a collective reference to the Parent and
         each of the Subsidiary Guarantors, together with their successors and
         permitted assigns, and "Guarantor " means any one of them.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether
         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or any
         Property constituting security therefor, (ii) to advance or provide
         funds or other support for the payment or purchase of any such
         Indebtedness or to maintain working capital, solvency or other balance
         sheet condition of such other Person (including without limitation keep
         well agreements, maintenance agreements, comfort letters or similar
         agreements or arrangements) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase Property,
         securities or services primarily for the purpose of assuring the holder
         of such Indebtedness of the ability of the primary obligor to make
         payment of such primary obligation, or (iv) to otherwise assure or hold
         harmless the holder of such Indebtedness against loss in respect
         thereof. The amount of any Guaranty Obligation hereunder shall (subject
         to any limitations set forth therein) be deemed to be an amount equal
         to the outstanding principal amount (or maximum principal amount, if
         larger) of the Indebtedness in respect of which such Guaranty
         Obligation is made, unless such principal amount (or maximum principal
         amount) is not stated or determinable, in which case the amount of such
         Guaranty Obligation shall be such guaranteeing Person's maximum


                                       17
<PAGE>
         reasonably anticipated liability in respect thereof, as determined by
         the Borrower in good faith.

                  "Hedging Agreements" means any interest rate protection
         agreement.

                  "Indebtedness" means, with respect to any Person, without
         duplication, (a) all obligations of such Person for borrowed money, (b)
         all obligations of such Person evidenced by bonds, debentures, notes or
         similar instruments, or upon which interest payments are customarily
         made, (c) all obligations of such Person under conditional sale or
         other title retention agreements relating to Property purchased by such
         Person (other than customary reservations or retentions of title under
         agreements with suppliers entered into in the ordinary course of
         business), (d) all obligations of such Person issued or assumed as the
         deferred purchase price of Property or services purchased by such
         Person (other than trade debt due within six months of the incurrence
         thereof) which would appear as liabilities on a balance sheet of such
         Person, (e) the implied principal component of all obligations of such
         Person under Capital Leases, (f) all obligations of such Person under
         Hedging Agreements, (g) the maximum amount of all performance and
         standby letters of credit issued or bankers' acceptances facilities
         created for the account of such Person and, without duplication, all
         drafts drawn thereunder (to the extent unreimbursed), (h) the principal
         portion of all obligations of such Person under Synthetic Leases, (i)
         the aggregate amount of uncollected accounts receivable of such Person
         subject at such time to a sale of receivables (or similar transaction)
         to the extent such transaction is effected with recourse to such Person
         (whether or not such transaction would be reflected on the balance
         sheet of such Person in accordance with GAAP), (j) all Indebtedness of
         others secured by (or for which the holder of such Indebtedness has an
         existing right, contingent or otherwise, to be secured by) any Lien on,
         or payable out of the proceeds of production from, Property owned or
         acquired by such Person, whether or not the obligations secured thereby
         have been assumed, but only to the extent that the aggregate amount of
         such Indebtedness does not exceed the fair market value of Property,
         (k) all Guaranty Obligations of such Person with respect to
         Indebtedness of another Person and (l) the Indebtedness of any
         partnership or unincorporated joint venture in which such Person is a
         general partner or a joint venturer to the extent such Indebtedness is
         recourse to such Person.

                  "Indemnified Party" shall have the meaning assigned to such
         term in Section 11.5(b).

                  "InSight Acquisition" shall have the meaning assigned to such
         term in the heading hereof.

                  "InSight Acquisition Note" means the promissory note dated the
         Closing Date in the form of Exhibit 1.1B to be executed by InSight
         Acquisition in favor of the Administrative Agent for the benefit of the
         Lenders.

                  "Interbank Offered Rate" means for any Interest Period with
         respect to any Eurodollar Loan: (a) the rate per annum equal to the
         rate determined by the Administrative Agent to be the offered rate that
         appears on the page of the Telerate screen (or any successor thereto)
         that displays an average British Bankers Association Interest
         Settlement Rate for deposits in Dollars (for delivery on the first day
         of such


                                       18
<PAGE>
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 A.M. (London time) two Business
         Days prior to the first day of such Interest Period, or (b)if the rate
         referenced in the preceding clause (a) does not appear on such page or
         service or such page or service shall cease to be available, the rate
         per annum equal to the rate determined by the Administrative Agent to
         be the offered rate on such other page or other service that displays
         an average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 A.M. (London time) two Business Days prior to
         the first day of such Interest Period, or (c) if the rates referenced
         in the preceding clauses (a) and (b) are not available, the rate per
         annum determined by the Administrative Agent as the rate of interest
         (rounded upward to the next 1/100th of 1%) at which deposits in Dollars
         for delivery on the first day of such Interest Period in same day funds
         in the approximate amount of the Eurodollar Loan being made, continued
         or converted by Bank of America and with a term equivalent to such
         Interest Period would be offered by Bank of America's London Branch to
         major banks in the offshore Dollar market at their request at
         approximately 11:00 A.M. (London time) two Business Days prior to the
         first day of such Interest Period.

                  "Interest Coverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four fiscal quarter period
         ending on such date with respect to the Consolidated Parties on a
         consolidated basis, the ratio of (a) Consolidated EBITDA for such
         period to (b) Consolidated Interest Expense for such period to the
         extent paid (or required to be paid) in cash.

                  "Interest Payment Date" means (a) as to Base Rate Loans, the
         last Business Day of each March, June, September and December, the date
         of repayment of principal of such Loan and the Maturity Date, and (b)
         as to Eurodollar Loans, the last day of each applicable Interest
         Period, the date of repayment of principal of such Loan and the
         Maturity Date, and in addition where the applicable Interest Period for
         a Eurodollar Loan is greater than three months, then also the date
         three months from the beginning of the Interest Period and each three
         months thereafter.

                  "Interest Period" means, as to Eurodollar Loans, a period of
         one, two, three or six months' duration, as the Borrower may elect,
         commencing, in each case, on the date of the borrowing (including
         continuations and conversions thereof); provided, however, (a) if any
         Interest Period would end on a day which is not a Business Day, such
         Interest Period shall be extended to the next succeeding Business Day
         (except that where the next succeeding Business Day falls in the next
         succeeding calendar month, then on the next preceding Business Day),
         (b) no Interest Period shall extend beyond the Maturity Date and (c)
         where an Interest Period begins on a day for which there is no
         numerically corresponding day in the calendar month in which the
         Interest Period is to end, such Interest Period shall end on the last
         Business Day of such calendar month.

                  "Investment" in any Person means (a) any Acquisition of such
         Person, (b) any other acquisition of Capital Stock, bonds, notes,
         debentures, partnership, joint ventures or other ownership interests or
         other securities of such other Person, (c) any deposit with, or
         advance, loan or other extension of credit to, such Person (other than
         deposits made in the ordinary




                                       19
<PAGE>
         course of business) or (d) any other capital contribution to or
         investment in such Person, including, without limitation, any Guaranty
         Obligations (including any support for a letter of credit issued on
         behalf of such Person) incurred for the benefit of such Person and any
         Asset Disposition to such Person for consideration less than the fair
         market value (as determined by the board of directors (or comparable
         governing body) of the applicable transferor) of the Property disposed
         in such transaction, but excluding any Restricted Payment to such
         Person. Investments which are capital contributions or purchases of
         Capital Stock which have a right to participate in the profits of the
         issuer thereof shall be valued at the amount (or, in the case of any
         Investment made with Property other than cash, the book value of such
         Property) actually contributed or paid (including cash and non-cash
         consideration and any assumption of Indebtedness) to purchase such
         Capital Stock as of the date of such contribution or payment.
         Investments which are loans, advances, extensions of credit or Guaranty
         Obligations shall be valued at the principal amount of such loan,
         advance or extension of credit outstanding as of the date of
         determination or, as applicable, the principal amount of the loan or
         advance outstanding as of the date of determination actually guaranteed
         by such Guaranty Obligation.

                  "Involuntary Disposition" means any loss of, damage to or
         destruction of, or any condemnation or other taking for public use of,
         any Property of any Consolidated Party.

                  "Involuntary Disposition Prepayment Event" means, with respect
         to any Involuntary Disposition, the failure of the Credit Parties to
         apply (or cause to be applied) an amount equal to the Excess Proceeds
         of such Involuntary Disposition, if any, either (i) to prepay the Loans
         (and cash collateralize the LOC Obligations) in accordance with the
         terms of Section 3.3(b)(iii)(B) or (ii) to make Eligible Reinvestments
         (including but not limited to the repair or replacement of the Property
         affected by such Involuntary Disposition) within the period of 360 days
         following the date of receipt of such Excess Proceeds, subject to the
         terms and conditions of Section 7.6(b).

                  "IPO Issuer" means, in respect of a Qualifying IPO, the Person
         (as between the Parent or the Borrower and subject to the definition of
         the term "Change of Control" set forth in this Section 1.1) that is the
         issuer of the common Capital Stock offered in such Qualifying IPO.

                  "Issuing Lender" means Bank of America.

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Exhibit 7.10 hereto, executed and delivered by a new
         Guarantor in accordance with the provisions of Section 7.10.

                  "Joint Venture" means a Person which meets the following
         criteria:

                           (a) such Person was organized pursuant to an express
                  joint venture, partnership or limited liability company
                  agreement;

                           (b) such Person is a venture among two or more
                  Persons and, except for purposes of the definition of
                  "Indebtedness" set forth in this Section 1.1, at


                                       20
<PAGE>
                  least one of such Persons is, and one of such Persons is not,
                  the Borrower or a Wholly Owned Subsidiary of the Borrower;

                           (c) such Person operates a business for profit;

                           (d) each of the venturers has contributed or will
                  contribute capital, materials, services or knowledge;

                           (e) each applicable Credit Party's share of profits
                  and losses of the venture is proportionate with the Capital
                  Stock of such Person held by such Credit Party; and

                           (f) concurrently with the initial Investment by any
                  of the Credit Parties in such Person by the Credit Parties,
                  such Person is designated by the Credit Parties in writing to
                  the Administrative Agent as a "Joint Venture" for purposes of
                  this Credit Agreement.

                  The term "Joint Venture" shall, in any event, (i) include the
         Persons identified on Schedule 1.1B and (ii) exclude any Person which
         is a Subsidiary of the Borrower as of the Closing Date and which is not
         identified on Schedule 1.1B as a Joint Venture.

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Person which may become a Lender by
         way of assignment in accordance with the terms hereof, together with
         their successors and permitted assigns.

                  "Letter of Credit" means any letter of credit issued by the
         Issuing Lender for the account of the Borrower in accordance with the
         terms of Section 2.2.

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, collateral assignment, deposit arrangement, security
         interest, encumbrance, lien (statutory or otherwise), preference,
         priority or charge of any kind (including any agreement to give any of
         the foregoing, any conditional sale or other title retention agreement,
         any financing or similar statement or notice filed under the Uniform
         Commercial Code as adopted and in effect in the relevant jurisdiction
         or other similar recording or notice statute, and any lease in the
         nature thereof).

                  "Loan" or "Loans" means the Revolving Loans, the Delayed-Draw
         Term Loans and/or the Tranche B Term Loan (or a portion of any
         Revolving Loan, any Delayed-Draw Term Loan or the Tranche B Term Loan
         bearing interest at the Adjusted Base Rate or the Adjusted Eurodollar
         Rate and referred to as a Base Rate Loan or a Eurodollar Loan),
         individually or collectively, as appropriate.

                  "LOC Commitment" means the commitment of the Issuing Lender to
         issue Letters of Credit in an aggregate face amount at any time
         outstanding (together with the amounts of any unreimbursed drawings
         thereon) of up to the LOC Committed Amount.

                  "LOC Committed Amount" shall have the meaning assigned to such
         term in Section 2.2.


                                       21
<PAGE>
                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, without duplication, the
         sum of (i) the maximum amount which is, or at any time thereafter may
         become, available to be drawn under Letters of Credit then outstanding
         plus (ii) the aggregate amount of all drawings under Letters of Credit
         honored by the Issuing Lender but not theretofore reimbursed by the
         Borrower.

                  "Management Agreement" means that certain management agreement
         dated as of [the Closing Date] among J.W. Childs Advisors II, L.P.,
         Halifax Genpar, L.P., the Parent and the Borrower, as the same may be
         amended, modified, restated or supplemented from time to time to the
         extent not adverse in any material respect to the Lenders.

                  "Master Assignment Agreement" means that certain Master
         Assignment and Acceptance Agreement dated as of the Closing Date among
         Bank of America, as the "Assignor" and the Persons identified therein
         as "Assignees" and the Administrative Agent.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets or liabilities of the Consolidated Parties taken as a whole,
         (ii) the ability of any Credit Party to perform any material obligation
         under the Credit Documents to which it is a party or (iii) the material
         rights and remedies of the Administrative Agent and the Lenders under
         the Credit Documents.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Laws,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Maturity Date" means (i) as to the Revolving Loans, Letters
         of Credit (and the related LOC Obligations), October 17, 2007 and (ii)
         as to the Delayed-Draw Term Loans and the Tranche B Term Loan, October
         17, 2008.

                  "Merger Agreement" means that certain Agreement and Plan of
         Merger by and among the Parent, InSight Acquisition and the Acquired
         Company dated as of June 29, 2001, as it may be amended on or prior to
         the Closing Date.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.


                                       22
<PAGE>
                  "Mortgage Instruments" shall have the meaning assigned such
         term in Section 7.15.

                  "Mortgage Policies" shall have the meaning assigned such term
         in Section 7.15.

                  "Mortgaged Properties" shall have the meaning assigned such
         term in Section 7.15.

                  "Multiemployer Plan" means a Plan which is a "multiemployer
         plan" as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                  "Multiple Employer Plan" means a Plan (other than a
         Multiemployer Plan) which any Consolidated Party or any ERISA Affiliate
         and at least one employer other than the Consolidated Parties or any
         ERISA Affiliate are contributing sponsors.

                  "Net Cash Proceeds" means the aggregate cash or Cash
         Equivalents proceeds received by any Consolidated Party in respect of
         any Asset Disposition, Equity Issuance, Debt Issuance or Involuntary
         Disposition, net of (a) direct costs incurred in connection therewith
         (including, without limitation, legal, accounting and investment
         banking fees, and sales commissions), (b) taxes paid or payable as a
         result thereof and (c) in the case of any Asset Disposition, the amount
         necessary to retire any Indebtedness secured by a Permitted Lien
         (ranking senior to any Lien of the Administrative Agent) on the related
         Property; it being understood that "Net Cash Proceeds" shall include,
         without limitation, any cash or Cash Equivalents received upon the sale
         or other disposition of any non-cash consideration received by any such
         Consolidated Party in any Asset Disposition, Equity Issuance, Debt
         Issuance or Involuntary Disposition. In addition, the "Net Cash
         Proceeds" of any Asset Disposition shall include any other amounts
         which constitute "Net Proceeds" (or any comparable term) of such
         transaction under, and as defined in, the documents evidencing or
         governing any Subordinated Indebtedness.

                  "Note" or "Notes" means the Revolving Notes, the Delayed-Draw
         Term Notes and/or the Tranche B Term Notes, individually or
         collectively, as appropriate.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Exhibit 2.1(b)(i), as required by Section
         2.1(b)(i) or Section 2.4(b).

                  "Notice of Continuation/Conversion" means the written notice
         of continuation or conversion in substantially the form of Exhibit 3.2,
         as required by Section 3.2.

                  "Operating Lease" means, as applied to any Person, any lease
         (including, without limitation, leases which may be terminated by the
         lessee at any time) of any Property (whether real, personal or mixed)
         which is not a Capital Lease other than any such lease in which that
         Person is the lessor.

                  "Other Taxes" shall have the meaning assigned to such term in
         Section 3.11(b).

                  "Parent" means the Person identified as such in the heading
         hereof, together with any permitted successors and assigns.


                                       23
<PAGE>
                  "Participant" shall have the meaning assigned to such term in
         Section 11.3(d).

                  "Participation Interest" means a purchase by a Lender of a
         participation in Letters of Credit or LOC Obligations as provided in
         Section 2.2 or in any Loans as provided in Section 3.14.

                  "Patient Receivables" means, with respect to any Consolidated
         Party, the patient accounts of such Consolidated Party existing or
         hereinafter created, any and all rights to receive payments due on such
         accounts from any obligor or other third-party payor under or in
         respect of such accounts (including, without limitation, all insurance
         companies, Blue Cross/Blue Shield, Medicare, Medicaid and health
         maintenance organizations), and all proceeds of, or in any way derived,
         whether directly or indirectly, from any of the foregoing (including,
         without limitation, all interest, finance charges and other amounts
         payable by an obligor in respect thereof).

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Acquisition" means an Acquisition by the Borrower
         or any Restricted Subsidiary of the Borrower permitted pursuant to the
         terms of Section 8.6(i).

                  "Permitted Asset Disposition" means any Asset Disposition
         permitted by Section 8.5.

                  "Permitted Investments" means, at any time, Investments by the
         Consolidated Parties permitted to exist at such time pursuant to the
         terms of Section 8.6.

                  "Permitted Liens" means, at any time, Liens in respect of
         Property of the Consolidated Parties permitted to exist at such time
         pursuant to the terms of Section 8.2.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated) or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which any
         Consolidated Party or any ERISA Affiliate is (or, if such plan were
         terminated at such time, would under Section 4069 of ERISA be deemed to
         be) an "employer" within the meaning of Section 3(5) of ERISA.

                  "Pledge Agreement" means the pledge agreement dated as of the
         Closing Date in the form of Exhibit 1.1C to be executed in favor of the
         Administrative Agent by each of the Credit Parties, as amended,
         modified, restated or supplemented from time to time.

                  "Prime Rate" means, for any day, the per annum rate of
         interest in effect for such day as publicly announced from time to time
         by Bank of America as its "prime rate." Such rate is a rate set by Bank
         of America based upon various factors including Bank of America's costs
         and desired return, general economic conditions and other factors, and
         is


                                       24
<PAGE>
         used as a reference point for pricing some loans, which may be priced
         at, above, or below such announced rate. Any change in such rate
         announced by Bank of America shall take effect at the opening of
         business on the day specified in the public announcement of such
         change.

                  "Principal Amortization Payment" means a principal payment on
         the Delayed-Draw Term Loans as set forth in Section 2.3(d) or on the
         Tranche B Term Loans as set forth in Section 2.4(d).

                  "Principal Amortization Payment Date" means the date a
         Principal Amortization Payment is due.

                  "Principal Office" means the principal office of Bank of
         America, presently located at Charlotte, North Carolina.

                  "Pro Forma Basis" means, for purposes of calculating
         (utilizing the principles set forth in the second paragraph of Section
         1.3) compliance with each of the financial covenants set forth in
         Section 7.9(a)-(c) in respect of a proposed transaction, that such
         transaction shall be deemed to have occurred as of the first day of the
         four fiscal quarter period ending as of the most recent fiscal quarter
         end preceding the date of such transaction with respect to which the
         Administrative Agent has received the Required Financial Information.
         As used herein, "transaction" shall mean (i) any incurrence or
         assumption of Indebtedness as referred to in Section 8.1(i) or (j),
         (ii) any Asset Disposition as referred to in Section 8.5(d) or (iii)
         any Acquisition as referred to in Section 8.6(i). In connection with
         any calculation of the financial covenants set forth in Section
         7.9(a)-(c) upon giving effect to a transaction on a Pro Forma Basis:

         (A)      for purposes of any such calculation in respect of any
                  incurrence or assumption of Indebtedness as referred to in
                  Section 8.1(i) or (j), any Indebtedness which is retired in
                  connection with such incurrence or assumption shall be
                  excluded and deemed to have been retired as of the first day
                  of the applicable period;

         (B)      for purposes of any such calculation in respect of any Asset
                  Disposition as referred to in Section 8.5(d), (1) income
                  statement items (whether positive or negative) attributable to
                  the Property disposed of shall be excluded and (2) any
                  Indebtedness which is retired in connection with such
                  transaction shall be excluded and deemed to have been retired
                  as of the first day of the applicable period; and

         (C)      for purposes of any such calculation in respect of any
                  Acquisition as referred to in Section 8.6(i), (1) any
                  Indebtedness incurred or assumed by any Consolidated Party in
                  connection with such transaction (including the Person or
                  Property acquired) and any Indebtedness of the Person or
                  Property acquired which is not retired in connection with such
                  transaction (x) shall be deemed to have been incurred as of
                  the first day of the applicable period and (y) if such
                  Indebtedness has a floating or formula rate, shall have an
                  implied rate of interest for the applicable period for
                  purposes of this definition determined by utilizing the rate
                  which is or would be in effect with respect to such
                  Indebtedness as at the relevant




                                       25
<PAGE>
                  date of determination, (2) income statement items (whether
                  positive or negative) attributable to the Person or Property
                  acquired shall be included beginning as of the first day of
                  the applicable period and (3) pro forma adjustments may be
                  included to the extent that such adjustments would give effect
                  to events that are (x) directly attributable to such
                  transaction, (y) expected to have a continuing impact on the
                  Consolidated Parties and (z) factually supportable.

                  "Pro Forma Compliance Certificate" means a certificate of an
         Executive Officer of the Borrower delivered to the Administrative Agent
         in connection with (i) any incurrence, assumption or retirement of
         Indebtedness as referred to in Section 8.1(i) or (j), (ii) any Asset
         Disposition as referred to in Section 8.5(d) or (iii) any Acquisition
         as referred to in Section 8.6(i), as applicable, and containing
         reasonably detailed calculations, upon giving effect to the applicable
         transaction on a Pro Forma Basis, of the Senior Leverage Ratio, the
         Total Leverage Ratio and the Interest Coverage Ratio as of the most
         recent fiscal quarter end preceding the date of the applicable
         transaction with respect to which the Administrative Agent shall have
         received the Required Financial Information.

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Qualifying IPO" means an Equity Issuance by the Parent (or,
         subject to the definition of the term "Change of Control" set forth in
         this Section 1.1, of the common Capital Stock of the Borrower)
         consisting of an underwritten primary public offering (other than a
         public offering pursuant to a registration statement on Form S-8) of
         its common Capital Stock (i) pursuant to an effective registration
         statement filed with the Securities and Exchange Commission in
         accordance with the Securities Act (whether alone or in connection with
         a secondary public offering) and (ii) resulting in gross proceeds to
         the Parent (or the Borrower, as applicable) of at least $30,000,000.

                  "Real Properties" means, at any time, a collective reference
         to each of the facilities and real properties owned or leased and
         operated by the Consolidated Parties at such time.

                  "Register" shall have the meaning assigned to such term in
         Section 11.3(c).

                  "Related Party" means (i) any controlling stockholder,
         partner, member, 80% (or more) owned Subsidiary, or immediate family
         member (in the case of an individual) of any Sponsor or (ii) any trust,
         corporation, partnership or other entity, the beneficiaries,
         stockholders, partners, owners or Persons beneficially holding an 80%
         or more controlling interest of which consist of any one or more of the
         Sponsors and/or such other Persons referred to in the immediately
         preceding clause (i).

                  "Regulation D, T, U, or X" means Regulation D, T, U or X,
         respectively, of the Board of Governors of the Federal Reserve System
         as from time to time in effect and any successor to all or a portion
         thereof.

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         notice requirement has been waived by regulation.


                                       26
<PAGE>
                  "Required Financial Information" means, with respect to the
         applicable Calculation Date, (i) the financial statements of the
         Consolidated Parties required to be delivered pursuant to Section
         7.1(a) or (b) for the fiscal period or quarter ending as of such
         Calculation Date, and (ii) the certificate of an Executive Officer of
         the Borrower required by Section 7.1(c) to be delivered with the
         financial statements described in clause (i) above.

                  "Required Delayed-Draw Term Lenders" means, at any time,
         Lenders (other than Defaulting Lenders) holding in the aggregate at
         least a majority of the unfunded Delayed-Draw Term Loan Commitments
         (and Participation Interests therein) and the outstanding Delayed-Draw
         Term Loans (and Participation Interests therein).

                  "Required Lenders" means, at any time, Lenders (other than
         Defaulting Lenders) holding in the aggregate at least a majority of (i)
         the unfunded Commitments (and Participation Interests therein) and the
         outstanding Loans and LOC Obligations (and Participation Interests
         therein) or (ii) if the Commitments have been terminated, the
         outstanding Loans, LOC Obligations and Participation Interests
         (including the Participation Interests of the Issuing Lender in any
         Letters of Credit).

                  "Required Revolving Lenders" means, at any time, Lenders
         (other than Defaulting Lenders) holding in the aggregate at least a
         majority of (i) the Revolving Commitments (and Participation Interests
         therein) or (ii) if the Revolving Commitments have been terminated, the
         outstanding Revolving Loans and LOC Obligations (and Participation
         Interests in the Revolving Loans and LOC Obligations (including the
         Participation Interests of the Issuing Lender in any Letters of
         Credit)).

                  "Required Tranche B Term Lenders" means, at any time, Lenders
         (other than Defaulting Lenders) holding in the aggregate at least a
         majority of the outstanding Tranche B Term Loan (and Participation
         Interests therein).

                  "Required Unfunded Delayed-Draw Term Lenders" means, at any
         time, Lenders (other than Defaulting Lenders) holding in the aggregate
         at least a majority of the unfunded Delayed-Draw Term Loan Commitments
         (and Participation Interests therein).

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or to
         which any of its material property is subject.

                  "Restricted Payment" means (i) any dividend or other payment
         or distribution, direct or indirect, on account of any shares of any
         class of Capital Stock of any Consolidated Party, now or hereafter
         outstanding (including without limitation any payment on account
         thereof in connection with any dissolution, merger, consolidation or
         disposition involving any Consolidated Party), or to the holders, in
         their capacity as such, of any shares of any class of Capital Stock of
         any Consolidated Party, now or hereafter outstanding (other than
         dividends or distributions payable in Capital Stock of the applicable
         Person, dividends or distributions



                                       27
<PAGE>
         payable (directly or indirectly through Subsidiaries) to any Credit
         Party other than the Parent and, in the case of Joint Ventures only,
         dividends or distributions paid ratably to each of the holders of the
         Capital Stock of such Person), (ii) any redemption, retirement, sinking
         fund or similar payment, purchase or other acquisition for value,
         direct or indirect, of any shares of any class of Capital Stock of any
         Consolidated Party, now or hereafter outstanding, (iii) any payment
         made to retire, or to obtain the surrender of, any outstanding
         warrants, options or other rights to acquire shares of any class of
         Capital Stock of any Consolidated Party, now or hereafter outstanding,
         (iv) any payment or prepayment of principal of, premium, if any, or
         interest on, including any redemption, purchase, retirement,
         defeasance, sinking fund or similar payment with respect to, any
         Subordinated Indebtedness, (v) any payment or prepayment of principal
         of, or premium or interest on, any Indebtedness of a Consolidated Party
         held by any of the Sponsors or the Related Parties or Affiliates and
         (vi) any loan or advance to the Parent.

                  "Restricted Subsidiary" means any direct or indirect
         Subsidiary of the Borrower which is not an Unrestricted Joint Venture.
         Notwithstanding anything to the contrary contained in any of the Credit
         Documents, Toms River Imaging Associates, L.P. shall be deemed to be a
         Restricted Subsidiary of the Borrower for purposes of the Credit
         Documents so long as the Credit Parties own at least 50% of the Voting
         Stock thereof.

                  "Retained Rights" means, with respect to any Patient
         Receivable owing from any Governmental Authority, the right of any
         Consolidated Party to have unfettered control over such Patient
         Receivable, including, without limitation, the collection thereof and
         discretion over the transfer thereof to any party (including the
         Administrative Agent) and to enforce the claim giving rise to such
         Patient Receivable against such Governmental Authority, in the absence
         of a court order in the manner expressly contemplated under 42 USC
         Section 1395 and applicable state law.

                  "Revolving Commitment" means, with respect to each Lender, the
         commitment of such Lender in an aggregate principal amount at any time
         outstanding of up to such Lender's Revolving Commitment Percentage (if
         any) of the Revolving Committed Amount, (i) to make Revolving Loans in
         accordance with the provisions of Section 2.1(a) and (ii) to purchase
         Participation Interests in Letters of Credit in accordance with the
         provisions of Section 2.2(c).

                  "Revolving Commitment Percentage" means, for any Lender, the
         percentage identified as its Revolving Commitment Percentage on
         Schedule 2.1(a), as such percentage may be modified in connection with
         any assignment made in accordance with the provisions of Section 11.3.

                  "Revolving Commitment Unused Fee" shall have the meaning
         assigned to such term in Section 3.5(a)(i).

                  "Revolving Commitment Unused Fee Calculation Period" shall
         have the meaning assigned to such term in Section 3.5(a)(i).

                  "Revolving Committed Amount" shall have the meaning assigned
         to such term in Section 2.1(a).


                                       28
<PAGE>
                  "Revolving Loans" shall have the meaning assigned to such term
         in Section 2.1(a).

                  "Revolving Note" shall have the meaning assigned to such term
         in Section 2.1(e).

                  "S&P" means Standard & Poor's Ratings Group, a division of The
         McGraw Hill Companies, Inc., or any successor or assignee of the
         business of such division in the business of rating securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and all regulations issued pursuant thereto.

                  "Securities Exchange Act" means the Securities Exchange Act of
         1934, as amended, and all regulations issued pursuant thereto.

                  "Security Agreement" means the security agreement dated as of
         the Closing Date in the form of Exhibit 1.1D to be executed in favor of
         the Administrative Agent by each of the Credit Parties, as amended,
         modified, restated or supplemented from time to time.

                  "Senior Leverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four fiscal quarter period
         ending on such date with respect to the Consolidated Parties on a
         consolidated basis, the ratio of (a) Funded Indebtedness other than
         Subordinated Indebtedness of the Consolidated Parties on a consolidated
         basis on the last day of such period to (b) Consolidated EBITDA for
         such period.

                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple
         Employer Plan.

                  "Solvent" or "Solvency" means, with respect to any Person as
         of a particular date, that on such date (i) such Person is able to pay
         its debts and other liabilities, contingent obligations and other
         commitments as they mature in the ordinary course of business, (ii)
         such Person does not intend to, and does not believe that it will,
         incur debts or liabilities beyond such Person's ability to pay as such
         debts and liabilities mature in their ordinary course, (iii) such
         Person is not engaged in a business or a transaction, and is not about
         to engage in a business or a transaction, for which such Person's
         Property would constitute unreasonably small capital after giving due
         consideration to the prevailing practice in the industry in which such
         Person is engaged or is to engage, (iv) the fair value of the Property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person
         and (v) the present fair salable value of the assets of such Person is
         not less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured. In computing the amount of contingent liabilities at any time,
         it is intended that such liabilities will be computed at the amount
         which, in light of all the facts and circumstances existing at such
         time, represents the amount that can reasonably be expected to become
         an actual or matured liability.

                  "Sponsors" means a collective reference to J.W. Childs
         Associates, L.P., J.W. Childs Equity Partners II, L.P., The Halifax
         Group, L.L.C, Halifax Capital Partners, L.P. and their respective
         Affiliates.


                                       29
<PAGE>
                  "Standby Letter of Credit Fee" shall have the meaning assigned
         to such term in Section 3.5(b)(i).

                  "Subordinated Indebtedness" means (i) any Indebtedness of the
         Credit Parties evidenced by the Subordinated Notes and, after the
         exchange thereof, the Subordinated Remarketed Notes and the related
         guarantees thereof, and (ii) any other Indebtedness (including, without
         limitation, Indebtedness of the Credit Parties permitted pursuant to
         Section 8.1(f) or Section 8.1(g)) which (a) is subordinated to the
         Credit Party Obligations on terms no less favorable to the Credit
         Parties or the Lenders than the Subordinated Notes, as reasonably
         determined by the Administrative Agent, (b) is subject to covenants and
         default provisions relating to the Parent and the Consolidated Parties
         that are not, when taken as a whole, more restrictive than the
         covenants and default provisions contained in the Subordinated Note
         Purchase Agreement and the Subordinated Notes, as reasonably determined
         by the Administrative Agent, and (c) is not subject to any mandatory
         payments, prepayments, redemptions or repurchases of principal at any
         time prior to the date 180 days after the final Maturity Date
         hereunder.

                  "Subordinated Note" means any one of the [__]% Notes due 2011
         issued by the Borrower pursuant to the Subordinated Note Purchase
         Agreement, as such Subordinated Notes may be amended, modified,
         restated or supplemented and in effect from time to time in accordance
         with the terms hereof.

                  "Subordinated Note Indenture" means the indenture to be
         entered into by and among the Borrower, the Guarantors and the
         indenture trustee, pursuant to which the Subordinated Remarketed Notes
         will be issued, as such Subordinated Note Indenture may be amended,
         modified, restated or supplemented and in effect from time to time in
         accordance with the terms hereof.

                  "Subordinated Note Purchase Agreement" means the Note Purchase
         Agreement, dated as of the Closing Date, by and among the Borrower, the
         Guarantors and Banc of America Bridge LLC, as such Subordinated Note
         Purchase Agreement may be amended, modified, restated or supplemented
         and in effect from time to time in accordance with the terms hereof.

                  "Subordinated Remarketed Note" means any one of the senior
         subordinated notes of the Borrower to be issued in exchange for the
         Subordinated Notes pursuant to the Subordinated Note Indenture, which
         notes shall have (a) terms which, taken as a whole, are not materially
         less favorable to the Borrower and the Guarantors than the Subordinated
         Notes and (b) subordination provisions no less favorable to the Lenders
         than the Subordinated Notes, as such Subordinated Remarketed Notes may
         be amended, modified, restated or supplemented and in effect from time
         to time in accordance with the terms hereof.

                  "Subsidiary" means, as to any Person at any time, (a) any
         corporation (including any Joint Venture) more than 50% of whose
         Capital Stock of any class or classes having by the terms thereof
         ordinary voting power to elect a majority of the directors of such
         corporation (irrespective of whether or not at such time, any class or
         classes of such corporation shall


                                       30
<PAGE>
         have or might have voting power by reason of the happening of any
         contingency) is at such time owned by such Person directly or
         indirectly through Subsidiaries, and (b) any partnership, association,
         joint venture or other entity (including any Joint Venture) of which
         such Person directly or indirectly through Subsidiaries owns at such
         time more than 50% of the Capital Stock. Notwithstanding anything to
         the contrary contained in any of the Credit Documents, Toms River
         Imaging Associates, L.P. shall be deemed to be a Subsidiary of the
         Borrower for purposes of the Credit Documents so long as the Credit
         Parties own at least 50% of the Voting Stock thereof.

                  "Subsidiary Guarantor" means each of the Persons identified as
         a "Subsidiary Guarantor" on the signature pages hereto and each Person
         which may hereafter execute a Joinder Agreement pursuant to Section
         7.10, together with their successors and permitted assigns, and
         "Subsidiary Guarantor" means any one of them.

                  "Synthetic Lease" means any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an Operating Lease
         under GAAP.

                  "Taxes" shall have the meaning assigned to such term in
         Section 3.11(a).

                  "Total Leverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four fiscal quarter period
         ending on such date with respect to the Consolidated Parties on a
         consolidated basis, the ratio of (a) Funded Indebtedness (including,
         without limitation, Subordinated Indebtedness) of the Consolidated
         Parties on a consolidated basis on the last day of such period to (b)
         Consolidated EBITDA for such period.

                  "Trade Letter of Credit Fee" shall have the meaning assigned
         to such term in Section 3.5(b)(ii).

                  "Tranche B Term Loan" shall have the meaning assigned to such
         term in Section 2.4(a).

                  "Tranche B Term Loan Commitment" means, with respect to each
         Lender, the commitment of such Lender to make its portion of the
         Tranche B Term Loan in a principal amount equal to such Lender's
         Tranche B Term Loan Percentage (if any) of the Tranche B Term Loan
         Committed Amount.

                  "Tranche B Term Loan Committed Amount" shall have the meaning
         assigned to such term in Section 2.4(a).

                  "Tranche B Term Loan Percentage" means, for any Lender, the
         percentage identified as its Tranche B Term Loan Percentage on Schedule
         2.1(a), as such percentage may be modified in connection with any
         assignment made in accordance with the provisions of Section 11.3.


                                       31
<PAGE>
                  "Tranche B Term Note" shall have the meaning assigned to such
         term in Section 2.4(f).

                  "Transaction" means (a) the Acquisition, pursuant to the
         Merger Agreement, of the Acquired Company by the Parent through a
         merger of InSight Acquisition, its wholly-owned Subsidiary, with and
         into the Acquired Company, with (i) the Acquired Company being the
         continuing or surviving corporation of such merger and becoming a
         Wholly Owned Subsidiary of the Parent and (ii) each issued and
         outstanding share of common Capital Stock of the Acquired Company being
         converted into the right to receive $18 in cash, (b) the refinancing of
         substantially all of the Funded Indebtedness of the Acquired Company
         and its Subsidiaries existing at the time of the events described in
         the foregoing clause (a) (including, without limitation, pursuant to
         the tender offer to repurchase the Acquired Company's outstanding
         9-5/8% senior subordinated notes due 2008), and (c) the related
         financings, equity contributions and other transactions referred to in
         Section 5.1(h).

                  "Unrestricted Joint Venture" means (i) each Person which is a
         Joint Venture as of the Closing Date and is designated on Schedule 1.1B
         as an "Unrestricted Joint Venture", (ii) any Joint Venture acquired or
         created by the Credit Parties after the Closing Date and which is not a
         direct or indirect Subsidiary of the Borrower, (iii) any Joint Venture
         acquired or created by the Credit Parties after the Closing Date and
         which is a direct or indirect Subsidiary of the Borrower designated by
         the Credit Parties in writing to the Administrative Agent concurrently
         with the acquisition or creation of such Joint Venture as an
         "Unrestricted Joint Venture" for purposes of this Credit Agreement and
         (iv) any Joint Venture with respect to which the Borrower shall not
         have, directly or indirectly, control (whether through ownership of
         Voting Stock of such Joint Venture, by contract or otherwise) over the
         making of dividends and other payments or distributions on account of
         all of the Capital Stock of such Joint Venture. Any Unrestricted Joint
         Venture which is a direct or indirect Subsidiary of the Borrower (other
         than any Joint Venture described in clause (iv) of the immediately
         preceding sentence) may be designated a Restricted Subsidiary so long
         as at the time of and immediately after giving effect to such
         designation, no Default or Event of Default shall exist hereunder;
         provided, however, that any Unrestricted Joint Venture which has been
         designated a Restricted Subsidiary shall not at any time thereafter be
         designated an Unrestricted Joint Venture.

                  "Unused Delayed-Draw Term Loan Committed Amount" means, for
         any period, the amount by which (a) the then applicable Delayed-Draw
         Term Loan Committed Amount exceeds (b) the daily average sum for such
         period of the outstanding aggregate principal amount of all
         Delayed-Draw Term Loans.

                  "Unused Revolving Committed Amount" means, for any period, the
         amount by which (a) the then applicable Revolving Committed Amount
         exceeds (b) the daily average sum for such period of (i) the
         outstanding aggregate principal amount of all Revolving Loans plus (ii)
         the outstanding aggregate principal amount of all LOC Obligations.

                  "Voting Stock" means, with respect to any Person, Capital
         Stock issued by such Person the holders of which are ordinarily, in the
         absence of contingencies, entitled to vote


                                       32
<PAGE>
         for the election of directors (or persons performing similar functions)
         of such Person, even though the right so to vote has been suspended by
         the happening of such a contingency.

                  "Wholly Owned Subsidiary" means any Person 100% of whose
         Voting Stock is at the time owned by the Borrower directly or
         indirectly through other Persons 100% of whose Voting Stock is at the
         time owned, directly or indirectly, by the Borrower.

         1.2      COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

         1.3      ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis; provided, however, that calculations of the implied principal component
of all obligations under any Synthetic Lease or the implied interest component
of any rent paid under any Synthetic Lease shall be made by the Borrower in
accordance with accepted financial practice and consistent with the terms of
such Synthetic Lease. All calculations made for the purposes of determining
compliance with this Credit Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered pursuant
to Section 7.1 (or, prior to the delivery of the first financial statements
pursuant to Section 7.1, consistent with the financial statements as at June 30,
2001), but, in any event, after elimination for minority interests; provided,
however, if (a) the Credit Parties shall object to determining such compliance
on such basis at the time of delivery of such financial statements due to any
change in GAAP or the rules promulgated with respect thereto or (b) the
Administrative Agent or the Required Lenders shall so object in writing within
60 days after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial statements
delivered by the Credit Parties to the Lenders as to which no such objection
shall have been made.

         Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under the financial covenants set
forth in Section 7.9 (including without limitation for purposes of the
definitions of "Applicable Percentage" and "Pro Forma Basis" set forth in
Section 1.1), (i) after consummation of any Asset Disposition (A) income
statement items (whether positive or negative) and capital expenditures
attributable to the Property disposed of shall be excluded to the extent
relating to any period occurring prior to the date of such transaction and (B)
Indebtedness which is retired shall be excluded and deemed to have been retired
as of the first day of the applicable period and (ii) after consummation of any
Acquisition (A) income statement items (whether positive or negative) and
capital expenditures attributable to the Person or Property acquired shall, to
the extent not otherwise included in such income statement items for the
Consolidated Parties in accordance with GAAP or in accordance with any defined
terms set forth in Section 1.1, be included to the extent relating to any period
applicable in such calculations, (B) to the extent not retired in connection
with such Acquisition, Indebtedness of the Person or Property acquired shall be
deemed to have been incurred as of the first day of the applicable period and
(C) pro forma adjustments may be included to the extent


                                       33
<PAGE>
that such adjustments would give effect to items that are (x) directly
attributable to such transaction, (y) expected to have a continuing impact on
the Consolidated Parties and (z) factually supportable.


                                    SECTION 2

                                CREDIT FACILITIES

         2.1      REVOLVING LOANS.

                  (a) Revolving Commitment. Subject to the terms and conditions
         hereof and in reliance upon the representations and warranties set
         forth herein, each Lender severally agrees to make available to the
         Borrower such Lender's Revolving Commitment Percentage of revolving
         credit loans requested by the Borrower in Dollars ("Revolving Loans")
         from time to time from the Closing Date until the Maturity Date, or
         such earlier date as the Revolving Commitments shall have been
         terminated as provided herein; provided, however, that (i) the sum of
         the aggregate outstanding principal amount of Revolving Loans shall not
         exceed FIFTY MILLION DOLLARS ($50,000,000) (as such aggregate maximum
         amount may be reduced from time to time as provided in Section 3.4, the
         "Revolving Committed Amount"), (ii) with regard to each Lender
         individually, the sum of such Lender's outstanding Revolving Loans plus
         such Lender's Participation Interests in Letters of Credit and LOC
         Obligations shall not exceed such Lender's Revolving Commitment
         Percentage of the Revolving Committed Amount and (iii) the sum of the
         aggregate outstanding principal amount of Revolving Loans plus LOC
         Obligations shall not exceed the Revolving Committed Amount. Revolving
         Loans may consist of Base Rate Loans or Eurodollar Loans, or a
         combination thereof, as the Borrower may request; provided, however,
         that no more than ten (10) Eurodollar Loans which are Revolving Loans
         shall be outstanding hereunder at any time (it being understood that,
         for purposes hereof, Eurodollar Loans with different Interest Periods
         shall be considered as separate Eurodollar Loans, even if they begin on
         the same date, although borrowings, extensions and conversions may, in
         accordance with the provisions hereof, be combined at the end of
         existing Interest Periods to constitute a new Eurodollar Loan with a
         single Interest Period). Revolving Loans hereunder may be repaid and
         reborrowed in accordance with the provisions hereof.

                  (b) Revolving Loan Borrowings.

                           (i) Notice of Borrowing. The Borrower shall request a
                  Revolving Loan borrowing by written notice (or telephonic
                  notice promptly confirmed in writing) to the Administrative
                  Agent not later than 12:00 Noon (Charlotte, North Carolina
                  time) on the Business Day prior to the date of the requested
                  borrowing in the case of Base Rate Loans, and on the third
                  Business Day prior to the date of the requested borrowing in
                  the case of Eurodollar Loans. Each such request for borrowing
                  shall be irrevocable and shall specify (A) that a Revolving
                  Loan is requested, (B) the date of the requested borrowing
                  (which shall be a Business Day), (C) the aggregate principal
                  amount to be borrowed, and (D) whether the borrowing shall be
                  comprised of Base Rate Loans, Eurodollar Loans or a
                  combination thereof, and if Eurodollar Loans are requested,
                  the Interest Period(s) therefor. If the Borrower shall fail to


                                       34
<PAGE>
                  specify in any such Notice of Borrowing (I) an applicable
                  Interest Period in the case of a Eurodollar Loan, then such
                  notice shall be deemed to be a request for an Interest Period
                  of one month or (II) the interest rate option of a Revolving
                  Loan requested, then such notice shall be deemed to be a
                  request for a Base Rate Loan hereunder. The Administrative
                  Agent shall give notice to each affected Lender promptly upon
                  receipt of each Notice of Borrowing pursuant to this Section
                  2.1(b)(i), the contents thereof and each such Lender's share
                  of any borrowing to be made pursuant thereto.

                           (ii) Minimum Amounts. Except for Revolving Loans made
                  for the purpose of reimbursing the Issuing Lender in respect
                  of a drawing under a Letter of Credit pursuant to Section
                  2.2(e), each Eurodollar Loan or Base Rate Loan that is a
                  Revolving Loan shall be in a minimum aggregate principal
                  amount of $1,000,000 and integral multiples of $500,000 in
                  excess thereof (or the remaining amount of the Revolving
                  Committed Amount, if less).

                           (iii) Advances. Each Lender will make its Revolving
                  Commitment Percentage of each Revolving Loan borrowing
                  available to the Administrative Agent for the account of the
                  Borrower as specified in Section 3.15(a), or in such other
                  manner as the Administrative Agent may specify in writing, by
                  2:00 P.M. (Charlotte, North Carolina time) on the date
                  specified in the applicable Notice of Borrowing in Dollars and
                  in funds immediately available to the Administrative Agent.
                  Such borrowing will then be made available to the Borrower by
                  the Administrative Agent by crediting the account of the
                  Borrower on the books of such office with the aggregate of the
                  amounts made available to the Administrative Agent by the
                  Lenders and in like funds as received by the Administrative
                  Agent.

                  (c) Repayment. The Borrower hereby promises to pay the
         principal amount of all outstanding Revolving Loans in full on the
         Maturity Date, unless accelerated sooner pursuant to Section 9.2.

                  (d) Interest. Subject to the provisions of Section 3.1,

                           (i) Base Rate Loans. During such periods as Revolving
                  Loans shall be comprised in whole or in part of Base Rate
                  Loans, such Base Rate Loans shall bear interest at a per annum
                  rate equal to the Adjusted Base Rate.

                           (ii) Eurodollar Loans. During such periods as
                  Revolving Loans shall be comprised in whole or in part of
                  Eurodollar Loans, such Eurodollar Loans shall bear interest at
                  a per annum rate equal to the Adjusted Eurodollar Rate.

         The Borrower hereby promises to pay interest on Revolving Loans in
         arrears on each applicable Interest Payment Date (or at such other
         times as may be specified herein).

                  (e) Revolving Notes. The Borrower hereby agrees that, upon the
         request to the Administrative Agent by any Lender, the Borrower will
         execute and deliver to such Lender a promissory note evidencing the
         Revolving Loans of such Lender, substantially in the form of Exhibit
         2.1(e), with appropriate insertions as to date and principal amount (a
         "Revolving Note").


                                       35
<PAGE>
         2.2      LETTER OF CREDIT SUBFACILITY.

                  (a) Issuance. Subject to the terms and conditions hereof and
         in reliance upon the representations and warranties set forth herein,
         the Issuing Lender agrees to issue, and each Lender having a Revolving
         Commitment severally agrees to participate in the issuance by the
         Issuing Lender of, standby and trade Letters of Credit in Dollars from
         time to time from the Closing Date until the date thirty (30) days
         prior to the Maturity Date as the Borrower may request, in a form
         acceptable to the Issuing Lender; provided, however, that (i) the LOC
         Obligations outstanding shall not at any time exceed TEN MILLION
         DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of
         the aggregate outstanding principal amount of Revolving Loans plus LOC
         Obligations shall not at any time exceed (A) the Revolving Committed
         Amount. No Letter of Credit shall (x) have an original expiry date more
         than one year from the date of issuance (provided that any such Letter
         of Credit may contain customary "evergreen" provisions pursuant to
         which the expiry date is automatically extended by a specific time
         period of one year or less unless the Issuing Lender gives notice to
         the beneficiary of such Letter of Credit at least a specified time
         period prior to the expiry date then in effect) or (y) as originally
         issued or as extended, have an expiry date extending beyond the date
         thirty (30) days prior to the Maturity Date. Each Letter of Credit
         shall comply with the related LOC Documents. The issuance date of each
         Letter of Credit shall be a Business Day.

                  (b) Notice and Reports. The request for the issuance of a
         Letter of Credit shall be submitted by the Borrower to the Issuing
         Lender at least three (3) Business Days prior to the requested date of
         issuance. The Issuing Lender will provide to the Administrative Agent,
         at least quarterly and more frequently upon request of the
         Administrative Agent (or any Lender through the Administrative Agent),
         who will in turn, disseminate to each of the Lenders a detailed report
         specifying the Letters of Credit which are then issued and outstanding
         and any activity with respect thereto which may have occurred since the
         date of the prior report, and including therein, among other things,
         the beneficiary, the face amount and the expiry date, as well as any
         payment or expirations which may have occurred.

                  (c) Participation. Each Lender with a Revolving Commitment,
         upon issuance of a Letter of Credit, shall be deemed to have purchased
         without recourse a Participation Interest from the Issuing Lender in
         such Letter of Credit and the obligations arising thereunder and any
         collateral relating thereto, in each case in an amount equal to its pro
         rata share of the obligations under such Letter of Credit (based on the
         respective Revolving Commitment Percentages of the Lenders) and
         (subject to clause (iii) of the initial proviso to Section 2.1(a))
         shall absolutely, unconditionally and irrevocably assume and be
         obligated to pay to the Issuing Lender and discharge when due, its pro
         rata share of the obligations arising under such Letter of Credit.
         Without limiting the scope and nature of each Lender's Participation
         Interest in any Letter of Credit, to the extent that the Issuing Lender
         has not been reimbursed as required hereunder or under any such Letter
         of Credit, each such Lender shall pay to the Administrative Agent for
         the account of the Issuing Lender its pro rata share of such
         unreimbursed drawing in same day funds on the day of notification by
         the Administrative Agent of an unreimbursed drawing pursuant to the
         provisions of subsection (d) below. The obligation of each Lender to so
         reimburse the Issuing Lender shall be absolute and unconditional and
         shall not be affected by the occurrence of a Default,




                                       36
<PAGE>
         an Event of Default or any other occurrence or event. Any such
         reimbursement shall not relieve or otherwise impair the obligation of
         the Borrower to reimburse the Issuing Lender under any Letter of
         Credit, together with interest as hereinafter provided.

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the Borrower
         and the Administrative Agent. Unless the Borrower shall immediately
         notify the Administrative Agent and the Issuing Lender that the
         Borrower intends to otherwise reimburse the Issuing Lender for such
         drawing, the Borrower shall be deemed to have requested that the
         Lenders make a Revolving Loan in the amount of the drawing as provided
         in subsection (e) below on the related Letter of Credit, the proceeds
         of which will be used to satisfy the related reimbursement obligations.
         The Borrower promises to reimburse the Issuing Lender on the day of
         drawing under any Letter of Credit (either with the proceeds of a
         Revolving Loan obtained hereunder or otherwise) in same day funds. If
         the Borrower shall fail to reimburse the Issuing Lender as provided
         hereinabove, the Borrower promises to pay the Issuing Lender interest
         on the unreimbursed amount of such drawing on demand at a per annum
         rate equal to the Adjusted Base Rate plus 2%. The Borrower's
         reimbursement obligations hereunder shall be absolute and unconditional
         under all circumstances irrespective of any rights of setoff,
         counterclaim or defense to payment the Borrower may claim or have
         against the Issuing Lender, the Administrative Agent, the Lenders, the
         beneficiary of the Letter of Credit drawn upon or any other Person,
         including without limitation any defense based on any failure of the
         Borrower or any other Credit Party to receive consideration or the
         legality, validity, regularity or unenforceability of the Letter of
         Credit. The Issuing Lender will promptly notify the Administrative
         Agent, who shall in turn, promptly notify the other affected Lenders of
         the amount of any unreimbursed drawing and each Lender shall promptly
         pay to the Administrative Agent for the account of the Issuing Lender
         in Dollars and in immediately available funds, the amount of such
         Lender's pro rata share of such unreimbursed drawing. Such payment
         shall be made on the day such notice is received by such Lender from
         the Administrative Agent if such notice is received at or before 2:00
         P.M. (Charlotte, North Carolina time), and otherwise such payment shall
         be made at or before 12:00 Noon (Charlotte, North Carolina time) on the
         Business Day next succeeding the day such notice is received. If such
         Lender does not pay such amount to the Administrative Agent for the
         account of the Issuing Lender in full upon such request, such Lender
         shall, on demand, pay to the Administrative Agent for the account of
         the Issuing Lender interest on the unpaid amount during the period from
         the date of such drawing until such Lender pays such amount to the
         Administrative Agent for the account of the Issuing Lender in full at a
         rate per annum equal to, if paid within two (2) Business Days of the
         date that such Lender is required to make payments of such amount
         pursuant to the preceding sentence, the Federal Funds Rate and
         thereafter at a rate equal to the Base Rate. Each Lender's obligation
         to make such payment to the Issuing Lender, and the right of the
         Issuing Lender to receive the same, shall be absolute and
         unconditional, shall not be affected by any circumstance whatsoever and
         without regard to the termination of this Credit Agreement or the
         Commitments hereunder, the existence of a Default or Event of Default
         or the acceleration of the obligations of the Borrower hereunder and
         shall be made without any offset, abatement, withholding or reduction
         whatsoever. Simultaneously with the making of each such payment by a
         Lender to the Administrative Agent for the account of the Issuing
         Lender, such Lender shall, automatically and without any further action
         on the part of the Administrative Agent, the Issuing Lender or such
         Lender, acquire a Participation Interest in an amount equal to such
         payment (excluding the portion of such payment constituting


                                       37
<PAGE>
         interest owing to the Issuing Lender) in the related unreimbursed drawn
         portion of the LOC Obligation and in the interest thereon and in the
         related LOC Documents, and shall have a claim against the Borrower with
         respect thereto.

                  (e) Repayment with Revolving Loans. On any day on which the
         Borrower shall have requested, or been deemed to have requested, a
         Revolving Loan advance to reimburse a drawing under a Letter of Credit,
         the Administrative Agent shall give notice to the Lenders that a
         Revolving Loan has been requested or deemed requested by the Borrower
         to be made in connection with a drawing under a Letter of Credit, in
         which case (subject to clause (iii) of the initial proviso to Section
         2.1(a)) a Revolving Loan advance comprised of Base Rate Loans (or
         Eurodollar Loans to the extent the Borrower has complied with the
         procedures of Section 2.1(b)(i) with respect thereto) shall be
         immediately made to the Borrower by all affected Lenders
         (notwithstanding any termination of the Commitments pursuant to Section
         9.2) pro rata based on the respective Revolving Commitment Percentages
         of the Lenders (determined before giving effect to any termination of
         the Commitments pursuant to Section 9.2) and the proceeds thereof shall
         be paid directly to the Administrative Agent for the account of the
         Issuing Lender for application to the respective LOC Obligations. Each
         such Lender hereby irrevocably agrees (subject to clause (iii) of the
         initial proviso to Section 2.1(a)) to make its pro rata share of each
         such Revolving Loan immediately upon any such request or deemed request
         in the amount, in the manner and on the date specified in the preceding
         sentence notwithstanding (i) the amount of such borrowing may not
         comply with the minimum amount for advances of Revolving Loans
         otherwise required hereunder, (ii) whether any conditions specified in
         Section 5.2 are then satisfied, (iii) whether a Default or an Event of
         Default then exists, (iv) failure for any such request or deemed
         request for Revolving Loan to be made by the time otherwise required
         hereunder, (v) whether the date of such borrowing is a date on which
         Revolving Loans are otherwise permitted to be made hereunder or (vi)
         any termination of the Commitments relating thereto immediately prior
         to or contemporaneously with such borrowing. In the event that any
         Revolving Loan cannot for any reason be made on the date otherwise
         required above (including, without limitation, as a result of the
         commencement of a proceeding under the Bankruptcy Code with respect to
         the Borrower or any other Credit Party), then each such Lender hereby
         agrees that it shall forthwith purchase (as of the date such borrowing
         would otherwise have occurred, but adjusted for any payments received
         from the Borrower on or after such date and prior to such purchase)
         from the Issuing Lender such Participation Interests in the outstanding
         LOC Obligations as shall be necessary to cause each such Lender to
         share in such LOC Obligations ratably (based upon the respective
         Revolving Commitment Percentages of the Lenders (determined before
         giving effect to any termination of the Commitments pursuant to Section
         9.2)), provided that at the time any purchase of Participation
         Interests pursuant to this sentence is actually made, the purchasing
         Lender shall be required to pay to the Issuing Lender, to the extent
         not paid to the Issuing Lender by the Borrower in accordance with the
         terms of subsection (d) above, interest on the principal amount of
         Participation Interests purchased for each day from and including the
         day upon which such borrowing would otherwise have occurred to but
         excluding the date of payment for such Participation Interests, at the
         rate equal to, if paid within two (2) Business Days of the date of the
         Revolving Loan advance, the Federal Funds Rate, and thereafter at a
         rate equal to the Base Rate.


                                       38
<PAGE>
                  (f) Designation of Consolidated Parties as Account Parties.
         Notwithstanding anything to the contrary set forth in this Credit
         Agreement, including without limitation Section 2.2(a), a Letter of
         Credit issued hereunder may contain a statement to the effect that such
         Letter of Credit is issued for the account of any Restricted Subsidiary
         of the Borrower, provided that notwithstanding such statement, the
         Borrower shall be the actual account party for all purposes of this
         Credit Agreement for such Letter of Credit and such statement shall not
         affect the Borrower's reimbursement obligations hereunder with respect
         to such Letter of Credit.

                  (g) Renewal, Extension. The renewal or extension of any Letter
         of Credit shall, for purposes hereof, be treated in all respects the
         same as the issuance of a new Letter of Credit hereunder.

                  (h) Uniform Customs and Practices. The Issuing Lender may have
         the Letters of Credit be subject to The Uniform Customs and Practice
         for Documentary Credits (the "UCP") or the International Standby
         Practices 1998 (the "ISP98"), in either case as published as of the
         date of issue by the International Chamber of Commerce, in which case
         the UCP or the ISP98, as applicable, may be incorporated therein and
         deemed in all respects to be a part thereof.

                  (i) Indemnification; Nature of Issuing Lender's Duties.

                           (i) In addition to its other obligations under this
                  Section 2.2, the Borrower hereby agrees to pay, and protect,
                  indemnify and save each Lender harmless from and against, any
                  and all claims, demands, liabilities, damages, losses, costs,
                  charges and expenses (including reasonable attorneys' fees)
                  that such Lender may incur or be subject to as a consequence,
                  direct or indirect, of (A) the issuance of any Letter of
                  Credit or (B) the failure of such Lender to honor a drawing
                  under a Letter of Credit as a result of any act or omission,
                  whether rightful or wrongful, of any present or future de jure
                  or de facto government or Governmental Authority (all such
                  acts or omissions, herein called "Government Acts").

                           (ii) As between the Borrower and the Lenders
                  (including the Issuing Lender), the Borrower shall assume all
                  risks of the acts, omissions or misuse of any Letter of Credit
                  by the beneficiary thereof. No Lender (including the Issuing
                  Lender) shall be responsible: (A) for the form, validity,
                  sufficiency, accuracy, genuineness or legal effect of any
                  document submitted by any party in connection with the
                  application for and issuance of any Letter of Credit, even if
                  it should in fact prove to be in any or all respects invalid,
                  insufficient, inaccurate, fraudulent or forged; (B) for the
                  validity or sufficiency of any instrument transferring or
                  assigning or purporting to transfer or assign any Letter of
                  Credit or the rights or benefits thereunder or proceeds
                  thereof, in whole or in part, that may prove to be invalid or
                  ineffective for any reason; (C) for errors, omissions,
                  interruptions or delays in transmission or delivery of any
                  messages, by mail, cable, telegraph, telex or otherwise,
                  whether or not they be in cipher; (D) for any loss or delay in
                  the transmission or otherwise of any document required in
                  order to make a drawing under a Letter of Credit or of the
                  proceeds thereof; and (E) for any consequences arising from
                  causes beyond the control of such Lender, including, without
                  limitation,


                                       39
<PAGE>
                  any Government Acts. None of the above shall affect, impair,
                  or prevent the vesting of the Issuing Lender's rights or
                  powers hereunder.

                           (iii) In furtherance and extension and not in
                  limitation of the specific provisions hereinabove set forth,
                  any action taken or omitted by any Lender (including the
                  Issuing Lender), under or in connection with any Letter of
                  Credit or the related certificates, if taken or omitted in
                  good faith, shall not put such Lender under any resulting
                  liability to the Borrower or any other Credit Party. It is the
                  intention of the parties that this Credit Agreement shall be
                  construed and applied to protect and indemnify each Lender
                  (including the Issuing Lender) against any and all risks
                  involved in the issuance of the Letters of Credit, all of
                  which risks are hereby assumed by the Borrower (on behalf of
                  itself and each of the other Credit Parties), including,
                  without limitation, any and all Government Acts. No Lender
                  (including the Issuing Lender) shall, in any way, be liable
                  for any failure by such Lender or anyone else to pay any
                  drawing under any Letter of Credit as a result of any
                  Government Acts or any other cause beyond the control of such
                  Lender.

                           (iv) Nothing in this subsection (i) is intended to
                  limit the reimbursement obligations of the Borrower contained
                  in subsection (d) above. The obligations of the Borrower under
                  this subsection (i) shall survive the termination of this
                  Credit Agreement. No act or omission of any current or prior
                  beneficiary of a Letter of Credit shall in any way affect or
                  impair the rights of the Lenders (including the Issuing
                  Lender) to enforce any right, power or benefit under this
                  Credit Agreement.

                           (v) Notwithstanding anything to the contrary
                  contained in this subsection (i), the Borrower shall have no
                  obligation to indemnify any Lender (including the Issuing
                  Lender) in respect of any liability incurred by such Lender
                  (A) arising out of the gross negligence or willful misconduct
                  of such Lender, as determined by a court of competent
                  jurisdiction, or (B) caused by such Lender's failure to pay
                  under any Letter of Credit after presentation to it of a
                  request strictly complying with the terms and conditions of
                  such Letter of Credit, as determined by a court of competent
                  jurisdiction, unless such payment is prohibited by any law,
                  regulation, court order or decree.

                  (j) Responsibility of Issuing Lender. It is expressly
         understood and agreed that the obligations of the Issuing Lender
         hereunder to the Lenders are only those expressly set forth in this
         Credit Agreement and that the Issuing Lender shall be entitled to
         assume that the conditions precedent set forth in Section 5.2 have been
         satisfied unless it shall have acquired actual knowledge that any such
         condition precedent has not been satisfied; provided, however, that
         nothing set forth in this Section 2.2 shall be deemed to prejudice the
         right of any Lender to recover from the Issuing Lender any amounts made
         available by such Lender to the Issuing Lender pursuant to this Section
         2.2 in the event that it is determined by a court of competent
         jurisdiction that the payment with respect to a Letter of Credit
         constituted gross negligence or willful misconduct on the part of the
         Issuing Lender.

                  (k) Conflict with LOC Documents. In the event of any conflict
         between this Credit Agreement and any letter of credit application,
         this Credit Agreement shall control.


                                       40
<PAGE>
         2.3      DELAYED-DRAW TERM LOANS.

                  (a) Term Commitment. Subject to the terms and conditions
         hereof and in reliance upon the representations and warranties set
         forth herein, (i) the Fronting Bank severally agrees, to the extent, in
         each case, that the Administrative Agent has received corresponding
         payments from other Lenders pursuant to clause (ii) below, to make
         available to the Borrower up to seven (7) advances of term loans in
         Dollars ("Delayed-Draw Term Loans") from time to time from the Closing
         Date until the Delayed-Draw Term Loan Commitment Termination Date and
         (ii) each Lender severally agrees, for the benefit of the Borrower, to
         purchase from the Fronting Bank such Lender's Delayed-Draw Term Loan
         Commitment Percentage of each such Delayed-Draw Term Loan advanced by
         the Fronting Bank; provided, however, that (i) the aggregate principal
         amount of all Delayed-Draw Term Loans shall not exceed SEVENTY-FIVE
         MILLION DOLLARS ($75,000,000) (as such aggregate maximum amount may be
         reduced from time to time as provided in Section 3.4, the "Delayed-Draw
         Term Loan Committed Amount") and (ii) with regard to each Lender
         individually, such Lender shall not be required to purchase outstanding
         Delayed-Draw Term Loans in an aggregate amount exceeding such Lender's
         Delayed-Draw Term Loan Commitment Percentage of the Delayed-Draw Term
         Loan Committed Amount. Delayed-Draw Term Loans may consist of Base Rate
         Loans or Eurodollar Loans, or a combination thereof, as the Borrower
         may request (subject to the terms of this Section 2.3); provided,
         however, that no more than ten (10) Eurodollar Loans which are
         Delayed-Draw Term Loans shall be outstanding hereunder at any time (it
         being understood that, for purposes hereof, Eurodollar Loans with
         different Interest Periods shall be considered as separate Eurodollar
         Loans, even if they begin on the same date, although borrowings,
         extensions and conversions may, in accordance with the provisions
         hereof, be combined at the end of existing Interest Periods to
         constitute a new Eurodollar Loan with a single Interest Period).
         Amounts repaid or prepaid on the Delayed-Draw Term Loans may not be
         reborrowed.

                  (b) Delayed-Draw Term Loan Borrowings.

                           (i) Borrowing Mechanics. On each occasion occurring
                  prior to the date ten (10) Business Days prior to the
                  Delayed-Draw Term Loan Commitment Termination Date (and at
                  least 30 days after the immediately preceding date of a
                  Delayed-Draw Term Loan borrowing, if any) that either (x) the
                  aggregate principal amount of Revolving Loans equals or
                  exceeds $20,000,000 (or the remaining amount of the
                  Delayed-Draw Term Loan Committed Amount, if less) or (y) the
                  Borrower delivers to the Administrative Agent a Delayed-Draw
                  Term Loan Borrowing Request for a Delayed-Draw Term Loan of at
                  least $10,000,000 (or an integral multiple of $1,000,000 in
                  excess thereof), the Borrower shall be deemed to have
                  requested a Delayed-Draw Term Loan borrowing (which request
                  shall be irrevocable) to refinance such Revolving Loans (A) in
                  an aggregate principal amount equal to the Revolving Loans
                  outstanding on the date such borrowing request is deemed to
                  have been made, (B) to be funded on the date ten (10) Business
                  Days thereafter (or such later date as the Fronting Bank and
                  the Administrative Agent may agree with the Borrower in order
                  to minimize the incurrence of costs by the Borrower pursuant
                  to Section 3.12(a) in connection with such borrowing) and (C)
                  unless the Borrower shall specify otherwise in a written
                  notice (or telephonic


                                       41
<PAGE>
                  notice promptly confirmed in writing) to the Administrative
                  Agent not later than 12:00 Noon (Charlotte, North Carolina
                  time) on the third Business Day prior to the date of the
                  applicable borrowing, to consist of a Base Rate Loan. The
                  Administrative Agent shall give notice (a "Delayed-Draw Term
                  Loan Funding Notice") to the Fronting Bank and each affected
                  Lender promptly upon the occurrence of any request or deemed
                  request for a Delayed-Draw Term Loan pursuant to this Section
                  2.3(b)(i), specifying the aggregate principal amount of such
                  Delayed-Draw Term Loan, whether such Delayed-Draw Term Loan
                  shall be comprised of Base Rate Loans, Eurodollar Loans or a
                  combination thereof, and if Eurodollar Loans are requested,
                  the Interest Period(s) therefor and the portion of such
                  Delayed-Draw Term Loan which each such Lender is required to
                  purchase.

                           (ii) Minimum Amounts. Each Eurodollar Loan or Base
                  Rate Loan that is a Delayed-Draw Term Loan shall be in a
                  minimum aggregate principal amount of $10,000,000 and integral
                  multiples of $1,000,000 in excess thereof (or the remaining
                  amount of the Delayed-Draw Term Loan Committed Amount, if
                  less).

                           (iii) Advances. In respect of each proposed
                  Delayed-Draw Term Loan advance, (A) each Lender will make
                  available to the Administrative Agent (for the account of the
                  Fronting Bank) as specified in Section 3.15(a), or in such
                  other manner as the Administrative Agent may specify in
                  writing, by 2:00 P.M. (Charlotte, North Carolina time) on the
                  date specified in the applicable Delayed-Draw Term Loan
                  Funding Notice in Dollars and in immediately available funds,
                  an amount equal to such Lender's Delayed-Draw Term Loan
                  Commitment Percentage of such proposed Delayed-Draw Term Loan
                  borrowing, as payment by such Lender of the purchase price for
                  the assignment by the Fronting Bank to such Lender of such
                  Lender's ratable share of such Delayed-Draw Term Loan
                  borrowing (which amounts shall be held in trust by the
                  Administrative Agent until (1) the Fronting Bank has made
                  available to the Administrative Agent corresponding funds
                  representing the proceeds of the related Delayed-Draw Term
                  Loan and (2) the Administrative Agent has made the proceeds of
                  such Delayed-Draw Term Loan available to the Borrower in the
                  manner provided below) and (B) the Fronting Bank will make
                  available to the Administrative Agent (for the account of the
                  Borrower) by 2:30 P.M. (Charlotte, North Carolina time) on the
                  applicable borrowing date in Dollars and in immediately
                  available funds, an amount equal to the amount of the proposed
                  Delayed-Draw Term Loan or, if less, an amount corresponding to
                  the aggregate amount of funds delivered by other Lenders to
                  the Administrative Agent (for the account of the Fronting
                  Bank) in connection with such Delayed-Draw Term Loan. Funds so
                  deposited with the Administrative Agent by the Fronting Bank
                  will then be made available to the Borrower by the
                  Administrative Agent by crediting the account of the Borrower
                  on the books of such office with the amount made available to
                  the Administrative Agent by the Fronting Bank and in like
                  funds as received by the Administrative Agent.

                  (c) Delayed-Draw Term Loan Assignments. Concurrently with
         making the proceeds of a Delayed-Draw Term Loan borrowing available to
         the Borrower pursuant to Section 2.3(b)(iii) above, the Administrative
         Agent shall turn over to the Fronting Bank the funds deposited with,
         and held in trust by, the Administrative Agent by the Lenders in


                                       42
<PAGE>
         connection with such Delayed-Draw Term Loan borrowing, whereupon, in
         each case, automatically the Fronting Bank shall be deemed to have
         irrevocably sold and assigned to each Lender holding at such time a
         Delayed-Draw Term Loan Commitment (each such Lender being referred to
         in this Section 2.3(c), an "Delayed-Draw Term Lender"), without
         recourse to the Fronting Bank (except that the Fronting Bank shall be
         deemed to represent to each Delayed-Draw Term Lender that (i) the
         Fronting Bank is the legal and beneficial owner of the interest in the
         Delayed-Draw Term Loan purported to be assigned to such Delayed-Draw
         Term Lender and (ii) such interest in the Delayed-Draw Term Loan is
         free and clear of any adverse claim), and each Delayed-Draw Term Lender
         shall be deemed to have purchased and assumed from the Fronting Bank,
         without recourse to the Fronting Bank (except in respect of the deemed
         representations of the Fronting Bank set forth above), an interest in
         the Fronting Bank's rights and obligations under the Credit Agreement
         with respect to such Delayed-Draw Term Loan in an amount equal to such
         Lender's Delayed-Draw Term Loan Commitment Percentage of such
         Delayed-Draw Term Loan. The Administrative Agent shall make appropriate
         entries in the Register in respect of each assignment of Delayed-Draw
         Term Loans effected pursuant to the terms of this Section 2.3(c).

                  (d) Repayment of Delayed-Draw Term Loans. The Borrower hereby
         promises to pay the aggregate principal amount of the Delayed-Draw Term
         Loans outstanding as of the Delayed-Draw Term Loan Commitment
         Termination Date in twenty (20) consecutive quarterly installments as
         follows (as such installments may hereafter be adjusted as a result of
         prepayments made pursuant to Section 3.3), unless accelerated sooner
         pursuant to Section 9.2:




                                       43
<PAGE>
<TABLE>
<CAPTION>
                                                      DELAYED-DRAW TERM LOAN
                                                      PRINCIPAL AMORTIZATION
                                                        PAYMENT (% OF TOTAL
                                                      DELAYED-DRAW TERM LOANS
                                                        OUTSTANDING AT THE
PRINCIPAL AMORTIZATION PAYMENT                        DELAYED-DRAW TERM LOAN
             DATES                                  COMMITMENT TERMINATION DATE)
<S>                                                 <C>
    Each March 31, June 30,
 September 30 and December 31
  from and including December
31, 2003 through and including
      September 30, 2007                                       0.25%

 December 31, 2007, March 31,
  2008, June 30, 2008 and the
         Maturity Date                                         24.0%
</TABLE>

                  (e) Interest. Subject to the provisions of Section 3.1, the
         Delayed-Draw Term Loans shall bear interest at a per annum rate equal
         to:

                           (i) Base Rate Loans. During such periods as the
                  Delayed-Draw Term Loans shall be comprised in whole or in part
                  of Base Rate Loans, such Base Rate Loans shall bear interest
                  at a per annum rate equal to the Adjusted Base Rate.

                           (ii) Eurodollar Loans. During such periods as the
                  Delayed-Draw Term Loans shall be comprised in whole or in part
                  of Eurodollar Loans, such Eurodollar Loans shall bear interest
                  at a per annum rate equal to the Adjusted Eurodollar Rate.

         The Borrower hereby promises to pay interest on the Delayed-Draw Term
         Loans in arrears on each applicable Interest Payment Date (or at such
         other times as may be specified herein).

                  (f) Delayed-Draw Term Notes. The Borrower hereby agrees that,
         upon the request to the Administrative Agent by any Lender, the
         Borrower will execute and deliver to such Lender a promissory note
         evidencing the Delayed-Draw Term Loans of such Lender, substantially in
         the form of Exhibit 2.3(f), with appropriate insertions as to date and
         principal amount (a "Delayed-Draw Term Note").


                                       44
<PAGE>
                  (g) Delayed-Draw Term Loan Tranches. Notwithstanding any other
         provision to the contrary contained in this Credit Agreement, for
         purposes of administration of the Delayed-Draw Term Loans:

                           (i) The term loan facility described in this Section
                  2.3 shall be deemed to consist of three (3) separate
                  $20,000,000 tranches (respectively, "Delayed-Draw Term Loan
                  Tranches 1, 2 and 3") and one (1) separate $15,000,000 tranche
                  ("Delayed-Draw Term Loan Tranche 4", and collectively with
                  Delayed-Draw Term Loan Tranches 1, 2 and 3, the "Delayed-Draw
                  Term Loan Tranches").

                           (ii) As of the Closing Date (and prior to giving
                  effect to any assignments of Delayed-Draw Term Loans or
                  Delayed-Draw Term Loan Commitments), each Lender's
                  Delayed-Draw Term Loan Commitment shall be allocated ratably
                  over each of the four (4) Delayed-Draw Term Loan Tranches.

                           (iii) Advances of Delayed-Draw Term Loans (A) shall
                  be funded from the Delayed-Draw Term Loan Tranches in
                  chronological order, beginning with Delayed-Draw Term Loan
                  Tranche 1, and (B) shall not be funded under the next
                  succeeding chronologically higher Delayed-Draw Term Loan
                  Tranche until availability under the chronologically lower
                  Delayed-Draw Term Loan Tranche shall have been fully utilized.

         2.4      TRANCHE B TERM LOAN.

                  (a) Tranche B Term Commitment. Subject to the terms and
         conditions hereof and in reliance upon the representations and
         warranties set forth herein, each Lender severally agrees to make
         available to the Borrower on the Closing Date such Lender's Tranche B
         Term Loan Percentage of a term loan in Dollars (the "Tranche B Term
         Loan") in the aggregate principal amount of ONE HUNDRED FIFTY MILLION
         DOLLARS ($150,000,000) (the "Tranche B Term Loan Committed Amount").
         The full principal amount of the Tranche B Term Loan shall be disbursed
         on the Closing Date as a Base Rate Loan, and no portion of the Tranche
         B Term Loan shall consist of a Eurodollar Loan until the date which is
         5 Business Days after the Closing Date. Thereafter, the Tranche B Term
         Loan may consist of Base Rate Loans or Eurodollar Loans, or a
         combination thereof, as the Borrower may request; provided, however,
         that no more than five (5) Eurodollar Loans which are Tranche B Term
         Loans shall be outstanding hereunder at any time (it being understood
         that, for purposes hereof, Eurodollar Loans with different Interest
         Periods shall be considered as separate Eurodollar Loans, even if they
         begin on the same date, although borrowings, extensions and conversions
         may, in accordance with the provisions hereof, be combined at the end
         of existing Interest Periods to constitute a new Eurodollar Loan with a
         single Interest Period). Amounts repaid on the Tranche B Term Loan may
         not be reborrowed.

                  (b) Borrowing Procedures. The Borrower shall submit an
         appropriate Notice of Borrowing for the Tranche B Term Loan to the
         Administrative Agent not later than 12:00 Noon (Charlotte, North
         Carolina time) on the Closing Date. Such Notice of Borrowing shall be
         irrevocable and shall specify (i) that the funding of a Tranche B Term
         Loan is requested and (ii) that the funding of the Tranche B Term Loan
         shall be comprised of Base Rate


                                       45
<PAGE>
         Loans. Each Lender shall make its Tranche B Term Loan Percentage of the
         Tranche B Term Loan available to the Administrative Agent for the
         account of the Borrower at the office of the Administrative Agent
         specified in Schedule 2.1(a), or at such other office as the
         Administrative Agent may designate in writing, by 2:00 P.M. (Charlotte,
         North Carolina time) on the Closing Date in Dollars and in funds
         immediately available to the Administrative Agent.

                  (c) Minimum Amounts. Each Eurodollar Loan or Base Rate Loan
         that is part of the Tranche B Term Loan shall be in an aggregate
         principal amount that is not less than $5,000,000 and integral
         multiples of $1,000,000 (or the then remaining principal balance of the
         Tranche B Term Loan, if less).

                  (d) Repayment of Tranche B Term Loan. The Borrower hereby
         promises to pay the outstanding principal amount of the Tranche B Term
         Loan in twenty-eight (28) consecutive quarterly installments as follows
         (as such installments may hereafter be adjusted as a result of
         prepayments made pursuant to Section 3.3), unless accelerated sooner
         pursuant to Section 9.2:

<TABLE>
<CAPTION>
                                                        TRANCHE B TERM
           PRINCIPAL                              LOAN PRINCIPAL AMORTIZATION
  AMORTIZATION PAYMENT DATES                                PAYMENT
<S>                                               <C>
    Each March 31, June 30,
 September 30 and December 31
  from and including December
31, 2001 through and including
      September 30, 2007                                   $375,000

 December 31, 2007, March 31,
  2008, June 30, 2008 and the
         Maturity Date                                    $35,250,000
</TABLE>

                  (e) Interest. Subject to the provisions of Section 3.1, the
         Tranche B Term Loan shall bear interest at a per annum rate equal to:

                           (i) Base Rate Loans. During such periods as the
                  Tranche B Term Loan shall be comprised in whole or in part of
                  Base Rate Loans, such Base Rate Loans shall bear interest at a
                  per annum rate equal to the Adjusted Base Rate.

                           (ii) Eurodollar Loans. During such periods as the
                  Tranche B Term Loan shall be comprised in whole or in part of
                  Eurodollar Loans, such Eurodollar Loans shall bear interest at
                  a per annum rate equal to the Adjusted Eurodollar Rate.


                                       46
<PAGE>
         The Borrower hereby promises to pay interest on the Tranche B Term Loan
         in arrears on each applicable Interest Payment Date (or at such other
         times as may be specified herein).

                  (f) Tranche B Term Notes. The Borrower hereby agrees that,
         upon the request to the Administrative Agent by any Lender, the
         Borrower will execute and deliver to such Lender a promissory note
         evidencing the Tranche B Term Loans of such Lender, substantially in
         the form of Exhibit 2.3(f), with appropriate insertions as to date and
         principal amount (a "Tranche B Term Note").


                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of Default
under Section 9.1(a), (i) the principal of and, to the extent permitted by law,
interest on the Loans and any other amounts owing hereunder or under the other
Credit Documents shall bear interest, payable on demand, at a per annum rate 2%
greater than the rate which would otherwise be applicable (or if no rate is
applicable, whether in respect of interest, fees or other amounts, then the
Adjusted Base Rate plus 2%) and (ii) the Standby Letter of Credit Fee and the
Trade Letter of Credit shall accrue at a per annum rate 2% greater than the rate
which would otherwise be applicable.

         3.2      CONTINUATION AND CONVERSION.

         The Borrower shall have the option, on any Business Day, to continue
existing Loans into a subsequent permissible Interest Period or to convert Loans
into Loans of another interest rate type; provided, however, that (i) except as
provided in Section 3.8, Eurodollar Loans may be converted into Base Rate Loans
or continued as Eurodollar Loans for new Interest Periods only on the last day
of the Interest Period applicable thereto, (ii) Loans continued as, or converted
into, Eurodollar Loans shall be subject to the terms of the definition of
"Interest Period" set forth in Section 1.1 and shall be in such minimum amounts
as provided in, with respect to Revolving Loans, Section 2.1(b)(ii), with
respect to Delayed-Draw Term Loans, Section 2.3(b)(ii), or, with respect to the
Tranche B Term Loan, Section 2.4(c), (iii) no more than ten (10) Eurodollar
Loans which are Revolving Loans, ten (10) Eurodollar Loans which are
Delayed-Draw Term Loans and five (5) Eurodollar Loans which are Tranche B Term
Loans shall be outstanding hereunder at any time (it being understood that, for
purposes hereof, Eurodollar Loans with different Interest Periods shall be
considered as separate Eurodollar Loans, even if they begin on the same date,
although borrowings, continuations and conversions may, in accordance with the
provisions hereof, be combined at the end of existing Interest Periods to
constitute a new Eurodollar Loan with a single Interest Period) and (iv) any
request for continuation or conversion of a Eurodollar Loan which shall fail to
specify an Interest Period shall be deemed to be a request for an Interest
Period of one month. Each such continuation or conversion shall be effected by
the Borrower by giving a Notice of Continuation/Conversion (or telephonic notice
promptly confirmed in writing) to the office of the Administrative Agent
specified in Schedule 2.1(a), or at such other office as the Administrative
Agent may designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina
time) on the Business Day of, in the case of the conversion of a Eurodollar Loan
into a Base Rate Loan, and on


                                       47
<PAGE>
the third Business Day prior to, in the case of the continuation of a Eurodollar
Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of
the proposed continuation or conversion, specifying the date of the proposed
continuation or conversion, the Loans to be so continued or converted, the types
of Loans into which such Loans are to be converted and, if appropriate, the
applicable Interest Periods with respect thereto. In the event the Borrower
fails to request continuation or conversion of any Eurodollar Loan in accordance
with this Section 3.2, or any such conversion or continuation is not permitted
or required by this Section 3.2, then such Eurodollar Loan shall be
automatically converted into a Base Rate Loan at the end of the Interest Period
applicable thereto. The Administrative Agent shall give each Lender notice as
promptly as practicable of any such proposed continuation or conversion
affecting any Loan.

         3.3      PREPAYMENTS.

                  (a) Voluntary Prepayments. The Borrower shall have the right
         to prepay Loans in whole or in part from time to time upon prior notice
         to the Administrative Agent; provided, however, that (i) each partial
         prepayment of Loans shall be in a minimum principal amount of
         $1,000,000 and integral multiples of $500,000 in excess thereof (or the
         then remaining principal balance of the Revolving Loans, the
         Delayed-Draw Term Loans or the Tranche B Term Loan, as applicable, if
         less) and (ii) any prepayment of the Delayed-Draw Term Loans or the
         Tranche B Term Loan shall be applied ratably to the Delayed-Draw Term
         Loans and the Tranche B Term Loan (in each case ratably to remaining
         Principal Amortization Payments). Subject to the foregoing terms,
         amounts prepaid under this Section 3.3(a) shall be applied as the
         Borrower may elect; provided that if the Borrower shall fail to specify
         with respect to any voluntary prepayment, such voluntary prepayment
         shall be applied first to Revolving Loans and then ratably to the
         Delayed-Draw Term Loans and the Tranche B Term Loan (in each case
         ratably to remaining Principal Amortization Payments), in each case
         first to Base Rate Loans and then to Eurodollar Loans in direct order
         of Interest Period maturities. All prepayments under this Section
         3.3(a) shall be subject to Section 3.12, but otherwise without premium
         or penalty, and shall be accompanied by interest on the principal
         amount prepaid through the date of prepayment. The Administrative Agent
         shall promptly notify each affected Lender of receipt by the
         Administrative Agent of any notice from the Borrower pursuant to this
         Section 3.3(a).

                  (b) Mandatory Prepayments.

                           (i) (A) Revolving Committed Amount. If at any time,
                           the sum of the aggregate outstanding principal amount
                           of Revolving Loans plus LOC Obligations shall exceed
                           the Revolving Committed Amount, the Borrower promptly
                           shall prepay the Revolving Loans and (after all
                           Revolving Loans have been repaid) cash collateralize
                           the LOC Obligations, in an amount sufficient to
                           eliminate such excess.

                           (B) LOC Committed Amount. If at any time, the sum of
                           the aggregate principal amount of LOC Obligations
                           shall exceed the LOC Committed Amount, the Borrower
                           promptly shall cash collateralize the LOC Obligations
                           in an amount sufficient to eliminate such excess.


                                       48
<PAGE>
                           (ii) Excess Cash Flow. Within 100 days after the end
                  of each fiscal year (commencing with the fiscal year ending
                  June 30, 2002), the Borrower shall prepay the Loans in an
                  amount equal to 75% (if the Senior Leverage Ratio as of the
                  end of such fiscal year is equal to or greater than 2.0 to
                  1.0) or 50% (if the Senior Leverage Ratio as of the end of
                  such fiscal year is less than 2.0 to 1.0) of Excess Cash Flow
                  for such prior fiscal year (such prepayment to be applied as
                  set forth in clause (vii) below).

                           (iii) (A) Asset Dispositions. Promptly following the
                           occurrence of any Asset Disposition Prepayment Event,
                           the Borrower shall prepay the Loans in an aggregate
                           amount equal to 100% of the Net Cash Proceeds of the
                           related Asset Disposition not applied (or caused to
                           be applied) by the Credit Parties during the related
                           Application Period to make Eligible Reinvestments as
                           contemplated by the terms of Section 8.5(f) (such
                           prepayment to be applied as set forth in clause (vii)
                           below).

                           (B) Involuntary Dispositions. Promptly following the
                           occurrence of an Involuntary Disposition Prepayment
                           Event, the Borrower shall prepay the Loans in an
                           aggregate amount equal to 100% of the Excess Proceeds
                           (such prepayment to be applied as set forth in clause
                           (vii) below).

                           (iv) Extraordinary Receipts. Promptly following the
                  receipt by any Credit Party of any Extraordinary Receipts, the
                  Borrower shall prepay the Loans in an aggregate amount equal
                  to 100% of such Extraordinary Receipts (such prepayment to be
                  applied as set forth in clause (vii) below).

                           (v) Debt Issuances. Promptly following the occurrence
                  of a Debt Issuance Prepayment Event, the Borrower shall prepay
                  the Loans in an aggregate amount equal to 100% of the Net Cash
                  Proceeds of the related Debt Issuance (such prepayment to be
                  applied as set forth in clause (vii) below).

                           (vi) Equity Issuances. Promptly following the
                  occurrence of an Equity Issuance Prepayment Event, the
                  Borrower shall prepay the Loans in an aggregate amount equal
                  to 100% of the Net Cash Proceeds of the related Equity
                  Issuance (such prepayment to be applied as set forth in clause
                  (vii) below).

                           (vii) Application of Mandatory Prepayments. All
                  amounts required to be paid pursuant to this Section 3.3(b)
                  shall be applied as follows: (A) with respect to all amounts
                  prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans
                  and (after all Revolving Loans have been repaid) to a cash
                  collateral account in respect of LOC Obligations, (B) with
                  respect to all amounts prepaid pursuant to Section
                  3.3(b)(i)(B), to a cash collateral account in respect of LOC
                  Obligations and (C) with respect to all amounts prepaid
                  pursuant to Section 3.3(b)(ii), (iii), (iv), (v) or (vi), pro
                  rata to the Delayed-Draw Term Loans and the Tranche B Term
                  Loan (in each case ratably to remaining Principal Amortization
                  Payments). Within the parameters of the applications set forth
                  above, prepayments shall be applied first to Base Rate Loans
                  and then to Eurodollar Loans in direct order of Interest
                  Period maturities. All prepayments under this Section 3.3(b)
                  shall be subject to Section 3.12, but otherwise


                                       49
<PAGE>
                  without premium or penalty, and shall be accompanied by
                  interest on the principal amount prepaid through the date of
                  prepayment.

                           (viii) Prepayment Account. If the Borrower is
                  required to make a mandatory prepayment of Eurodollar Loans
                  under this Section 3.3(b), the Borrower shall have the right,
                  in lieu of making such prepayment in full, to deposit an
                  amount equal to such mandatory prepayment with the
                  Administrative Agent in a cash collateral account maintained
                  (pursuant to documentation reasonably satisfactory to the
                  Administrative Agent) by and in the sole dominion and control
                  of the Administrative Agent. Any amounts so deposited shall be
                  held by the Administrative Agent as collateral for the
                  prepayment of such Eurodollar Loans and shall be applied to
                  the prepayment of the applicable Eurodollar Loans at the end
                  of the current Interest Periods applicable thereto. At the
                  request of the Borrower, amounts so deposited shall be
                  invested by the Administrative Agent in Cash Equivalents
                  maturing prior to the date or dates on which it is anticipated
                  that such amounts will be applied to prepay such Eurodollar
                  Loans; any interest earned on such Cash Equivalents will be
                  for the account of the Borrower and the Borrower will deposit
                  with the Administrative Agent the amount of any loss on any
                  such Cash Equivalents to the extent necessary in order that
                  the amount of the prepayment to be made with the deposited
                  amounts may not be reduced.

         3.4      TERMINATION AND REDUCTION OF COMMITMENTS.

                  (a) Voluntary Reductions.

                           (i) Revolving Committed Amount. The Borrower may from
                  time to time permanently reduce or terminate the Revolving
                  Committed Amount in whole or in part (in minimum aggregate
                  amounts of $2,000,000 or in integral multiples of $500,000 in
                  excess thereof (or, if less, the full remaining amount of the
                  then applicable Revolving Committed Amount)) upon three (3)
                  Business Days' prior written notice to the Administrative
                  Agent; provided, however, that (i) the Revolving Committed
                  Amount may not be reduced or terminated prior to the
                  Delayed-Draw Term Loan Commitment Termination Date, and (ii)
                  no such termination or reduction of the Revolving Committed
                  Amount shall be made which would cause the sum of the
                  aggregate outstanding principal amount of Revolving Loans plus
                  LOC Obligations to exceed the Revolving Committed Amount,
                  unless, concurrently with such termination or reduction, the
                  Revolving Loans are repaid to the extent necessary to
                  eliminate such excess. The Administrative Agent shall promptly
                  notify each affected Lender of receipt by the Administrative
                  Agent of any notice from the Borrower pursuant to this Section
                  3.4(a)(i).

                           (ii) Delayed-Draw Term Loan Committed Amount. The
                  Borrower may from time to time permanently reduce or terminate
                  the Delayed-Draw Term Loan Committed Amount in whole or in
                  part (in minimum aggregate amounts of $2,000,000 or in
                  integral multiples of $500,000 in excess thereof (or, if less,
                  the full remaining amount of the then applicable Delayed-Draw
                  Term Loan Committed Amount)) upon three (3) Business Days'
                  prior written notice to the Administrative Agent; provided,
                  however, that no such termination or reduction of the


                                       50
<PAGE>
                  Delayed-Draw Term Loan Committed Amount shall be made which
                  would cause the Delayed-Draw Term Loan Committed Amount to be
                  less than the outstanding principal amount of Revolving Loans
                  with respect to which a request for a Delayed-Draw Term Loan
                  to refinance such Revolving Loans is in effect pursuant to
                  Section 2.3(b). The Administrative Agent shall promptly notify
                  each affected Lender of receipt by the Administrative Agent of
                  any notice from the Borrower pursuant to this Section
                  3.4(a)(ii).

                  (b) Tranche B Term Loan Commitments. The Tranche B Term Loan
         Commitment of each Lender, if any, shall automatically terminate at
         such time as such Lender shall have made available to the Borrower such
         Lender's share of the Tranche B Term Loan.

                  (c) Delayed-Draw Term Loan Commitments. Unless terminated
         sooner pursuant to Section 3.4(a)(ii) or Section 9.2, (i) concurrently
         with the making of each Delayed-Draw Term Loan, the Delayed-Draw Term
         Loan Committed Amount automatically shall be permanently reduced by the
         amount of such Delayed-Draw Term Loan and (ii) the Delayed-Draw Term
         Loan Commitments and the Fronting Commitment shall automatically
         terminate on the Delayed-Draw Term Loan Commitment Termination Date.

                  (d) Maturity Date. Unless terminated sooner pursuant to
         Section 3.4(a)(i) or Section 9.2, the Revolving Commitments and the LOC
         Commitment shall automatically terminate on the Maturity Date.

                  (e) General. The Borrower shall pay to the Administrative
         Agent for the account of the Lenders in accordance with the terms of
         Section 3.5(a)(i) or Section 3.5(a)(ii), as applicable, (i) on the date
         of each termination or reduction of the Revolving Committed Amount, the
         Revolving Commitment Unused Fee accrued through the date of such
         termination or reduction on the amount of the Revolving Committed
         Amount so terminated or reduced and (ii) on the date of each
         termination or reduction of the Delayed-Draw Term Loan Committed
         Amount, the Delayed-Draw Term Loan Commitment Unused Fee accrued
         through the date of such termination or reduction on the amount of the
         Delayed-Draw Term Loan Committed Amount so terminated or reduced.

         3.5      FEES.

                  (a) Unused Fees.

                           (i) Revolving Commitment Unused Fee. In consideration
                  of the Revolving Commitments of the Lenders hereunder, the
                  Borrower promises to pay to the Administrative Agent for the
                  account of each Lender a fee (the "Revolving Commitment Unused
                  Fee") on the Unused Revolving Committed Amount computed at a
                  per annum rate for each day during the applicable Revolving
                  Commitment Unused Fee Calculation Period (hereinafter defined)
                  at a rate equal to the Applicable Percentage in effect from
                  time to time. The Revolving Commitment Unused Fee shall
                  commence to accrue on the Closing Date and shall be due and
                  payable in arrears on the last Business Day of each March,
                  June, September and


                                       51
<PAGE>
                  December (and on any date that the Revolving Committed Amount
                  is reduced and on the Maturity Date) for the immediately
                  preceding quarter (or portion thereof) (each such quarter or
                  portion thereof for which the Revolving Commitment Unused Fee
                  is payable hereunder being herein referred to as an "Revolving
                  Commitment Unused Fee Calculation Period"), beginning with the
                  payment due on December 31, 2001.

                           (ii) Delayed-Draw Term Loan Commitment Unused Fee. In
                  consideration of the Delayed-Draw Term Loan Commitments of the
                  Lenders hereunder, the Borrower promises to pay to the
                  Administrative Agent for the account of each Lender a fee (the
                  "Delayed-Draw Term Loan Commitment Unused Fee") on the Unused
                  Delayed-Draw Term Loan Committed Amount computed at a per
                  annum rate for each day during the applicable Delayed-Draw
                  Term Loan Commitment Unused Fee Calculation Period
                  (hereinafter defined) at a rate of 2.00%. The Delayed-Draw
                  Term Loan Commitment Unused Fee shall commence to accrue on
                  the Closing Date and shall be due and payable in arrears on
                  the last Business Day of each March, June, September and
                  December (and on any date that the Delayed-Draw Term Loan
                  Committed Amount is reduced and on the Delayed-Draw Term Loan
                  Commitment Termination Date) for the immediately preceding
                  quarter (or portion thereof) (each such quarter or portion
                  thereof for which the Delayed-Draw Term Loan Commitment Unused
                  Fee is payable hereunder being herein referred to as an
                  "Delayed-Draw Term Loan Commitment Unused Fee Calculation
                  Period"), beginning with the payment due on December 31, 2001.

                  (b) Letter of Credit Fees.

                           (i) Standby Letter of Credit Issuance Fee. In
                  consideration of the issuance of standby Letters of Credit
                  hereunder, the Borrower promises to pay to the Administrative
                  Agent for the account of each Lender a fee (the "Standby
                  Letter of Credit Fee") on such Lender's Revolving Commitment
                  Percentage of the average daily maximum amount available to be
                  drawn under each such standby Letter of Credit computed at a
                  per annum rate for each day from the date of issuance to the
                  date of expiration equal to the Applicable Percentage. The
                  Standby Letter of Credit Fee will be payable quarterly in
                  arrears on the last Business Day of each March, June,
                  September and December for the immediately preceding quarter
                  (or a portion thereof).

                           (ii) Trade Letter of Credit Drawing Fee. In
                  consideration of the issuance of trade Letters of Credit
                  hereunder, the Borrower promises to pay to the Administrative
                  Agent for the account of each Lender a fee (the "Trade Letter
                  of Credit Fee") on such Lender's Revolving Commitment
                  Percentage of the average daily maximum amount available to be
                  drawn under each such trade Letter of Credit computed at a per
                  annum rate for each day from the date of issuance to the date
                  of expiration equal to the Applicable Percentage. The Trade
                  Letter of Credit Fee will be payable quarterly in arrears on
                  the last Business Day of each March, June, September and
                  December for the immediately preceding quarter (or a portion
                  thereof).


                                       52
<PAGE>
                           (iii) Issuing Lender Fees. In addition to the Standby
                  Letter of Credit Fee payable pursuant to clause (i) above and
                  the Trade Letter of Credit Fee payable pursuant to clause (ii)
                  above, the Borrower promises to pay to the Administrative
                  Agent for the account of the Issuing Lender without sharing by
                  the other Lenders (i) a letter of credit fronting fee of 0.25%
                  on the average daily maximum amount available to be drawn
                  under each Letter of Credit computed at a per annum rate for
                  each day from the date of issuance to the date of expiration
                  (which fronting fee shall be payable quarterly in arrears on
                  the last Business Day of each March, June, September and
                  December for the immediately preceding quarter (or a portion
                  thereof)) and (ii) the customary charges from time to time of
                  the Issuing Lender with respect to the issuance, amendment,
                  transfer, administration, cancellation and conversion of, and
                  drawings under, such Letters of Credit.

                  (c) Administrative Agent's Fees. The Borrower hereby (i)
         absolutely accepts and assumes all of the duties, obligations and
         liabilities of the Sponsors in, to and under the Administrative Agent's
         Fee Letter to the same extent as if the Borrower had executed the
         Administrative Agent's Fee Letter (whereupon the Sponsors shall be
         automatically released from their duties, obligations and liabilities
         under the Administrative Agent's Fee Letter) and (ii) promises to pay
         to the Administrative Agent, for its own account, for the account of
         the Issuing Lender and for the account of Banc of America Securities
         LLC, as applicable, the fees referred to in the Administrative Agent's
         Fee Letter.

         3.6      CAPITAL ADEQUACY.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction. Each determination by any such Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto.

         3.7      LIMITATION ON EURODOLLAR LOANS.

                  If on or prior to the first day of any Interest Period for any
Eurodollar Loan:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive) that by reason of circumstances affecting the
         relevant market, adequate and reasonable means do not exist for
         ascertaining the Eurodollar Rate for such Interest Period; or


                                       53
<PAGE>
                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Administrative Agent that the Eurodollar
         Rate will not adequately and fairly reflect the cost to the Lenders of
         funding Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and the Lenders prompt
notice thereof, and so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, Continue
Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans and the
Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Eurodollar Loans or Convert
such Eurodollar Loans into Base Rate Loans in accordance with the terms of this
Credit Agreement.

         3.8      ILLEGALITY.

         Notwithstanding any other provision of this Credit Agreement, in the
event that it becomes unlawful for any Lender or its Applicable Lending Office
to make, maintain, or fund Eurodollar Loans hereunder, then such Lender shall
(i) promptly notify the Borrower thereof and such Lender's obligation to make or
Continue Eurodollar Loans and to Convert Base Rate Loans into Eurodollar Loans
shall be suspended until such time as such Lender may again make, maintain, and
fund Eurodollar Loans (in which case the provisions of Section 3.10 shall be
applicable) and (ii) use reasonable efforts to change the jurisdiction of its
Applicable Lending Office or designate a different Applicable Lending Office so
that it is once again lawful for such Lender make, maintain and fund Eurodollar
Loans (in which case the provisions of Section 3.10 shall be applicable) if such
change or redesignation, as the case may be, in the reasonable judgment of such
Lender, is not otherwise disadvantageous to such Lender.

         3.9      REQUIREMENTS OF LAW.

                  If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, central bank, or
comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any
         Eurodollar Loans, its Notes, or its obligation to make Eurodollar
         Loans, or change the basis of taxation of any amounts payable to such
         Lender (or its Applicable Lending Office) under this Credit Agreement
         or its Notes in respect of any Eurodollar Loans (other than taxes
         imposed on the overall net income of such Lender by the jurisdiction in
         which such Lender has its principal office or such Applicable Lending
         Office);

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, or similar requirement (other than the
         Eurodollar Reserve Percentage utilized in the determination of the
         Adjusted Eurodollar Rate) relating to any extensions of credit or other
         assets of, or any deposits with or other liabilities or commitments of,
         such Lender (or its Applicable Lending Office), including the
         Commitment of such Lender hereunder; or


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<PAGE>
                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or the London interbank market any other condition affecting
         this Credit Agreement or its Notes or any of such extensions of credit
         or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction. If any Lender requests compensation by the
Borrower under this Section 3.9, the Borrower may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such Lender
to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into
Eurodollar Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.10 shall be
applicable); provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested. Each Lender shall promptly
notify the Borrower and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section 3.9 and will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Lender,
be otherwise disadvantageous to it. Any Lender claiming compensation under this
Section 3.9 shall furnish to the Borrower and the Administrative Agent a
statement setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

         3.10     TREATMENT OF AFFECTED LOANS.

                  If the obligation of any Lender to make any Eurodollar Loan or
to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.7, 3.8 or 3.9 hereof, such Lender's Eurodollar
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for such Eurodollar Loans (or, in the
case of a Conversion, on such earlier date as such Lender may specify to the
Borrower with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 3.7, 3.8 or 3.9 hereof that gave rise to such Conversion no longer
exist:

                  (a) to the extent that such Lender's Eurodollar Loans have
         been so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Eurodollar Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Eurodollar Loans shall be made or Continued instead as
         Base Rate Loans, and all Base Rate Loans of such Lender that would
         otherwise be Converted into Eurodollar Loans shall remain as Base Rate
         Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.7, 3.8 or 3.9 hereof that
gave rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees


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<PAGE>
to do promptly upon such circumstances ceasing to exist) at a time when
Eurodollar Loans made by other Lenders are outstanding, such Lender's Base Rate
Loans shall be automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by the
Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to
principal amounts, interest rate basis, and Interest Periods) in accordance with
their respective Commitments.

         3.11     TAXES.

                  (a) Any and all payments by any Credit Party to or for the
         account of any Lender or the Administrative Agent hereunder or under
         any other Credit Document shall be made free and clear of and without
         deduction for any and all present or future taxes, duties, levies,
         imposts, deductions, charges or withholdings, and all liabilities with
         respect thereto, excluding, in the case of each Lender and the
         Administrative Agent, taxes imposed on its income, and branch profits
         taxes and franchise taxes imposed on it, other than any such taxes
         imposed on a Lender or the Administrative Agent solely as a result of
         the activities of the Borrower or any of the other Credit Parties (all
         such non-excluded taxes, duties, levies, imposts, deductions, charges,
         withholdings, and liabilities being hereinafter referred to as
         "Taxes"). If any Credit Party shall be required by law to deduct any
         Taxes from or in respect of any sum payable under this Credit Agreement
         or any other Credit Document to any Lender or the Administrative Agent,
         (i) the sum payable shall be increased as necessary so that after
         making all required deductions (including deductions applicable to
         additional sums payable under this Section 3.11) such Lender or the
         Administrative Agent receives an amount equal to the sum it would have
         received had no such deductions been made, (ii) such Credit Party shall
         make such deductions, (iii) such Credit Party shall pay the full amount
         deducted to the relevant taxation authority or other authority in
         accordance with applicable law, and (iv) such Credit Party shall
         furnish to the Administrative Agent or the affected Lender (as the case
         may be), at its address referred to in Section 11.1, the original or a
         certified copy of a receipt evidencing payment thereof.

                  (b) In addition, the Borrower agrees to pay any and all
         present or future stamp or documentary taxes and any other excise or
         property taxes or charges or similar levies which arise from any
         payment made under this Credit Agreement or any other Credit Document
         or from the execution or delivery of, or otherwise with respect to,
         this Credit Agreement or any other Credit Document (hereinafter
         referred to as "Other Taxes").

                  (c) The Borrower agrees to indemnify each Lender and the
         Administrative Agent for the full amount of Taxes and Other Taxes
         (including, without limitation, any Taxes or Other Taxes imposed or
         asserted by any jurisdiction on amounts payable under this Section
         3.11) paid by such Lender or the Administrative Agent (as the case may
         be) and any liability (including penalties, interest, and expenses)
         arising therefrom or with respect thereto.

                  (d) Each Lender that is not a United States person under
         Section 7701(a)(30) of the Code (a "Foreign Lender"), on or prior to
         the date of its execution and delivery of this Credit Agreement in the
         case of each Lender listed on the signature pages hereof and on or
         prior to the date on which it becomes a Lender in the case of each
         other Lender, and from


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<PAGE>
         time to time thereafter if requested in writing by the Borrower or the
         Administrative Agent (but only so long as such Lender remains lawfully
         able to do so), shall provide the Borrower and the Administrative Agent
         with (i) (A) Internal Revenue Service Form W-8 BEN, or any successor
         form prescribed by the Internal Revenue Service, certifying that such
         Lender is entitled to benefits under an income tax treaty to which the
         United States of America is a party which reduces to zero the rate of
         withholding tax on payments of interest, (B) Internal Revenue Service
         Form W-8ECI, or any successor form prescribed by the Internal Revenue
         Service, certifying that the income receivable pursuant to this Credit
         Agreement is effectively connected with the conduct of a trade or
         business in the United States of America, or (C) any other form or
         certificate required by any taxing authority (including any certificate
         required by Sections 871(h) and 881(c) of the Code), certifying that
         such Lender is entitled to an exemption from tax on payments pursuant
         to this Credit Agreement or any of the other Credit Documents, and (ii)
         Internal Revenue Service Form W-8BEN, W-8ECI or W-9, as appropriate, or
         any successor form prescribed by the Internal Revenue Service. Each
         Foreign Lender who does not deliver a Form W-8ECI represents that all
         services performed hereunder with respect to any fees received or to be
         received will have been, and will be, performed outside of the United
         States of America.

                  (e) For any period with respect to which a Lender has failed
         to comply with the provisions of Section 3.11(d) (unless such failure
         is due to a change in treaty, law, or regulation occurring subsequent
         to the date on which a form originally was required to be provided),
         such Lender shall not be entitled to indemnification under Section
         3.11(a) or 3.11(b) with respect to Taxes imposed by the United States
         of America; provided, however, that should a Lender, which is otherwise
         exempt from withholding tax, become subject to Taxes because of its
         failure to deliver a form required hereunder, the Borrower shall take
         such steps as such Lender shall reasonably request to assist such
         Lender to recover such Taxes.

                  (f) If any Credit Party is required to pay additional amounts
         to or for the account of any Lender pursuant to this Section 3.11, then
         such Lender will agree to use reasonable efforts to change the
         jurisdiction of its Applicable Lending Office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Without prejudice to the survival of any other agreement
         of the Credit Parties hereunder, the agreements and obligations of the
         Credit Parties contained in this Section 3.11 shall survive the
         repayment of the Loans, LOC Obligations and other obligations under the
         Credit Documents and the termination of the Commitments hereunder.

         3.12     COMPENSATION.

                  Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for
and hold such Lender harmless from any loss, cost or expense incurred by it as a
result of:

                  (a) any Continuation, Conversion, payment or prepayment of any
         Loan other than a Base Rate Loan on a day other than the last day of
         the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise);


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<PAGE>
                  (b) any failure by the Borrower (for a reason other than the
         failure of such Lender to make a Loan) to prepay, borrow, Continue or
         Convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower; or

                  (c) any assignment of a Eurodollar Loan on a day other than
         the last day of the Interest Period therefor as a result of a request
         by the Borrower pursuant to Section 3.17;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.12, each Lender shall be deemed to have funded each Eurodollar
Loan made by it at the Interbank Offered Rate for such Loan by a matching
deposit or other borrowing in the applicable offshore Dollar interbank market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Loan was in fact so funded. The covenants of the Borrower set forth
in this Section 3.12 shall survive the repayment of the Loans, LOC Obligations
and other obligations under the Credit Documents and the termination of the
Commitments hereunder.

         3.13     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

                  (a) Loans. Each payment or (subject to the terms of Section
         3.3) prepayment of principal of any Loan or reimbursement obligations
         arising from drawings under Letters of Credit, each payment of interest
         on the Loans or reimbursement obligations arising from drawings under
         Letters of Credit, each payment of Revolving Commitment Unused Fees,
         each payment of Delayed-Draw Term Loan Commitment Unused Fees, each
         payment of the Standby Letter of Credit Fee, each payment of the Trade
         Letter of Credit Fee, each reduction of the Revolving Committed Amount
         and each conversion or extension of any Loan, shall be allocated pro
         rata among the Lenders in accordance with the respective principal
         amounts of their outstanding Loans of the applicable type and
         Participation Interests in Loans of the applicable type and Letters of
         Credit.

                  (b) Advances. No Lender shall be responsible for the failure
         or delay by any other Lender in its obligation to make its ratable
         share of a borrowing (or, in the case of a Delayed-Draw Term Loan
         borrowing, a purchase of assignments from the Fronting Bank) hereunder;
         provided, however, that the failure of any Lender to fulfill its
         obligations hereunder shall not relieve any other Lender of its
         obligations hereunder. Unless the Administrative Agent shall have been
         notified by any Lender prior to the date of any requested borrowing
         that such Lender does not intend to make available to the
         Administrative Agent its ratable share of such borrowing (and/or, in
         the case of a Delayed-Draw Term Loan borrowing, a purchase of
         assignments from the Fronting Bank) to be made on such date, the
         Administrative Agent (and/or, in the case of a Delayed-Draw


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<PAGE>
         Term Loan borrowing, the Fronting Bank) may assume that such Lender has
         made such amount available to the Administrative Agent on the date of
         such borrowing, and the Administrative Agent (and, in the case of a
         Delayed-Draw Term Loan borrowing, the Fronting Bank) in reliance upon
         such assumption, may (in its (or their, as applicable) sole discretion
         but without any obligation to do so) make available to the Borrower a
         corresponding amount. If such corresponding amount is not in fact made
         available to the Administrative Agent (or, in the case of a
         Delayed-Draw Term Loan borrowing, the Fronting Bank), the
         Administrative Agent (or, in the case of a Delayed-Draw Term Loan
         borrowing, the Fronting Bank) shall be able to recover such
         corresponding amount from such Lender. If such Lender does not pay such
         corresponding amount forthwith upon demand therefor by the
         Administrative Agent (or, in the case of a Delayed-Draw Term Loan
         borrowing, the Fronting Bank), the Administrative Agent will promptly
         notify the Borrower, and the Borrower shall immediately pay such
         corresponding amount to the Administrative Agent (or, in the case of a
         Delayed-Draw Term Loan borrowing, the Fronting Bank). The
         Administrative Agent (or, in the case of a Delayed-Draw Term Loan
         borrowing, the Fronting Bank) shall also be entitled to recover from
         the Lender or the Borrower, as the case may be, interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Administrative Agent (or
         the Fronting Bank, as applicable) to the Borrower to the date such
         corresponding amount is recovered by the Administrative Agent (or the
         Fronting Bank, as applicable) at a per annum rate equal to (i) from the
         Borrower at the applicable rate for the applicable borrowing pursuant
         to the Notice of Borrowing or the Delayed-Draw Term Loan Funding Notice
         and (ii) from a Lender at the Federal Funds Rate.

         3.14     SHARING OF PAYMENTS.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a participation interest in such Loans, LOC
Obligations and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
participation interest theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each Lender whose payment shall have been rescinded or otherwise restored.
The Borrower agrees that any Lender so purchasing such a participation interest
may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker's lien or counterclaim, with respect to such
participation interest as fully as if such Lender were a holder of such Loan,
LOC Obligations or other obligation in the amount of such participation
interest. Except as otherwise expressly provided in this Credit Agreement, if
any Lender shall fail to remit to the Administrative Agent or any other Lender
an




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<PAGE>
amount payable by such Lender to the Administrative Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Administrative
Agent or such other Lender at a rate per annum equal to the Federal Funds Rate.
If under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section 3.14 applies,
such Lender shall, to the extent practicable, exercise its rights in respect of
such secured claim in a manner consistent with the rights of the Lenders under
this Section 3.14 to share in the benefits of any recovery on such secured
claim.

         3.15     PAYMENTS, COMPUTATIONS, ETC.

                  (a) Generally. Except as otherwise specifically provided
         herein, all payments hereunder shall be made to the Administrative
         Agent in Dollars in immediately available funds, without condition or
         deduction for any counterclaim, defense, recoupment or setoff of any
         kind, at the Administrative Agent's office specified in Schedule 2.1(a)
         not later than 2:00 P.M. (Charlotte, North Carolina time) on the date
         when due. Payments received after such time shall be deemed to have
         been received on the next succeeding Business Day. The Administrative
         Agent may (but shall not be obligated to) debit the amount of any such
         payment which is not made by such time to any ordinary deposit account
         of the Borrower or any other Credit Party maintained with the
         Administrative Agent (with notice to the Borrower or such other Credit
         Party). The Borrower shall, at the time it makes any payment under this
         Credit Agreement, specify to the Administrative Agent the Loans, LOC
         Obligations, Fees, interest or other amounts payable by the Borrower
         hereunder to which such payment is to be applied (and in the event that
         it fails so to specify, or if such application would be inconsistent
         with the terms hereof, the Administrative Agent shall distribute such
         payment to the Lenders in such manner as the Administrative Agent may
         determine to be appropriate in respect of obligations owing by the
         Borrower hereunder, subject to the terms of Section 3.13(a) and Section
         3.15(b)). The Administrative Agent will distribute such payments to
         such Lenders, if any such payment is received prior to 2:00 P.M.
         (Charlotte, North Carolina time) on a Business Day in like funds as
         received prior to the end of such Business Day and otherwise the
         Administrative Agent will distribute such payment to such Lenders on
         the next succeeding Business Day. Whenever any payment hereunder shall
         be stated to be due on a day which is not a Business Day, the due date
         thereof shall be extended to the next succeeding Business Day (subject
         to accrual of interest and Fees for the period of such extension),
         except that in the case of Eurodollar Loans, if the extension would
         cause the payment to be made in the next following calendar month, then
         such payment shall instead be made on the next preceding Business Day.
         Except as expressly provided otherwise herein, all computations of
         interest and fees shall be made on the basis of actual number of days
         elapsed over a year of 360 days, except with respect to computation of
         interest on Base Rate Loans which shall be calculated based on a year
         of 365 or 366 days, as appropriate. Interest shall accrue from and
         include the date of borrowing, but exclude the date of payment.

                  (b) Allocation of Payments After Acceleration. Notwithstanding
         any other provisions of this Credit Agreement to the contrary, after
         acceleration of the Credit Party Obligations pursuant to Section 9.2,
         all amounts collected or received by the Administrative Agent or any
         Lender on account of the Credit Party Obligations or any other amounts


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<PAGE>
         outstanding under any of the Credit Documents or in respect of the
         Collateral shall be paid over or delivered as follows:

                           FIRST, to the payment of all reasonable out-of-pocket
                  costs and expenses (including without limitation reasonable
                  attorneys' fees) of the Administrative Agent in connection
                  with enforcing the rights of the Lenders under the Credit
                  Documents and any protective advances made by the
                  Administrative Agent with respect to the Collateral under or
                  pursuant to the terms of the Collateral Documents;

                           SECOND, to payment of any fees owed to the
                  Administrative Agent;

                           THIRD, to the payment of all of the Credit Party
                  Obligations consisting of accrued fees and interest
                  (including, without limitation, accrued fees and interest
                  arising under any Hedging Agreement between the Borrower and
                  any Lender, or any Affiliate of a Lender);

                           FOURTH, to the payment of the outstanding principal
                  amount of the Credit Party Obligations (including, without
                  limitation, the outstanding principal amount arising under any
                  Hedging Agreement between the Borrower and any Lender, or any
                  Affiliate of a Lender and the payment or cash
                  collateralization of the outstanding LOC Obligations);

                           FIFTH, to the payment of all reasonable out-of-pocket
                  costs and expenses (including without limitation, reasonable
                  attorneys' fees) of each of the Lenders in connection with
                  enforcing its rights under the Credit Documents or otherwise
                  with respect to the Credit Party Obligations owing to such
                  Lender;

                           SIXTH, to all other Credit Party Obligations and
                  other obligations which shall have become due and payable
                  under the Credit Documents or otherwise and not repaid
                  pursuant to clauses "FIRST" through "FIFTH" above; and

                           SEVENTH, to the payment of the surplus, if any, to
                  whomever may be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Loans and LOC Obligations held by such Lender bears to
         the aggregate then outstanding Loans and LOC Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above; and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender from
         time to time for any drawings under such Letters of Credit and (B)
         then, following the expiration of all Letters of Credit, to all other
         obligations of the types described in clauses "FIFTH" and "SIXTH" above
         in the manner provided in this Section 3.15(b).


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<PAGE>
         3.16     EVIDENCE OF DEBT.

                  (a) Each Lender shall maintain an account or accounts
         evidencing each Loan made by such Lender to the Borrower from time to
         time, including the amounts of principal and interest payable and paid
         to such Lender from time to time under this Credit Agreement. Each
         Lender will make reasonable efforts to maintain the accuracy of its
         account or accounts and to promptly update its account or accounts from
         time to time, as necessary.

                  (b) The Administrative Agent shall maintain the Register
         pursuant to Section 11.3(c), and a subaccount for each Lender, in which
         Register and subaccounts (taken together) shall be recorded (i) the
         amount, type and Interest Period of each such Loan hereunder, (ii) the
         amount of any principal or interest due and payable or to become due
         and payable to each Lender hereunder and (iii) the amount of any sum
         received by the Administrative Agent hereunder from or for the account
         of any Credit Party and each Lender's share thereof. The Administrative
         Agent will make reasonable efforts to maintain the accuracy of the
         subaccounts referred to in the preceding sentence and to promptly
         update such subaccounts from time to time, as necessary.

                  (c) The entries made in the accounts, Register and subaccounts
         maintained pursuant to clause (b) of this Section 3.16 (and, if
         consistent with the entries of the Administrative Agent, clause (a))
         shall be prima facie evidence of the existence and amounts of the
         obligations of the Credit Parties therein recorded; provided, however,
         that the failure of any Lender or the Administrative Agent to maintain
         any such account, such Register or such subaccount, as applicable, or
         any error therein, shall not in any manner affect the obligation of the
         Credit Parties to repay the Credit Party Obligations owing to such
         Lender.

         3.17     REPLACEMENT OF AFFECTED LENDERS.

         If (i) any Lender having a Revolving Commitment or a Delayed-Draw Term
Loan Commitment becomes a Defaulting Lender or otherwise defaults in its
Revolving Commitment or Delayed-Draw Term Loan Commitment, as applicable, (ii)
any Credit Party is required to make any payments to any Lender under Section
3.6, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on
the respective Commitments and/or Loans of the Lenders) of corresponding
payments required to be made to the other Lenders or (iii) any Lender is unable
or unwilling to make, maintain, and fund Eurodollar Loans as contemplated by
Section 3.8, the Borrower shall have the right, if no Event of Default then
exists, to replace such Lender (the "Replaced Lender") with one or more other
Eligible Assignee or Eligible Assignees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender"), provided that (a) at the time of any replacement pursuant
to this Section 3.17, the Replaced Lender and Replacement Lender shall enter
into an Assignment and Acceptance pursuant to which the Replacement Lender shall
acquire all or a portion, as the case may be, of the Commitments and outstanding
Loans of, and participation in Letters of Credit by, the Replaced Lender and (b)
all obligations of the Borrower owing to the Replaced Lender relating to the
Loans so replaced (including, without limitation, such increased costs and
excluding those specifically described in clause (a) above in respect of which
the assignment purchase price has been, or is concurrently being paid) shall be
paid in full to such Replaced Lender concurrently with such replacement. Upon
the execution of the appropriate Assignment


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<PAGE>
and Acceptance, the payment of amounts referred to in clauses (a) and (b) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note or Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder with respect to such replaced Loans,
except with respect to indemnification provisions under this Credit Agreement,
which shall survive as to such Replaced Lender. Notwithstanding anything to the
contrary contained above, (1) the Lender that acts as the Issuing Lender may not
be replaced hereunder at any time that it has Letters of Credit outstanding
hereunder unless arrangements reasonably satisfactory to the Issuing Lender
(including the furnishing of a back-up standby letter of credit in form and
substance, and issued by an issuer reasonably satisfactory to such Issuing
Lender or the depositing of cash collateral into a cash collateral account
maintained with the Administrative Agent in amounts and pursuant to arrangements
reasonably satisfactory to such Issuing Lender) have been made with respect to
such outstanding Letters of Credit and (2) the Lender that acts as the
Administrative Agent may not be replaced hereunder except in accordance with the
terms of Section 10.9. The Replaced Lender shall be required to deliver for
cancellation its applicable Notes to be canceled on the date of replacement, or
if any such Note is lost or unavailable, such other assurances or
indemnification therefor as the Borrower may reasonably request.

                                    SECTION 4

                                    GUARANTY

         4.1      THE GUARANTY.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Hedging Agreement, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Credit Party Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise) strictly in accordance with the
terms thereof. The Guarantors hereby further agree that if any of the Credit
Party Obligations are not paid in full when due (whether at stated maturity, as
a mandatory prepayment, by acceleration, as a mandatory cash collateralization
or otherwise), the Guarantors will, jointly and severally, promptly pay the
same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Credit Party Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) in accordance with the terms of such extension
or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, the obligations of each
Guarantor under this Credit Agreement and the other Credit Documents shall be
limited to an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under Section 548 of the Bankruptcy Code
or any comparable provisions of any applicable state law.


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<PAGE>
         4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, subordination, impairment or exchange of any other
guarantee of or security for any of the Credit Party Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 4.2 that the obligations of the Guarantors hereunder shall be absolute
and unconditional under any and all circumstances. Each Guarantor agrees that
such Guarantor shall have no right of subrogation, indemnity, reimbursement or
contribution (including, without limitation, any right of contribution under
Section 4.6 hereof) against the Borrower or any other Guarantor for amounts paid
under this Section 4 until such time as the Credit Party Obligations have been
Fully Satisfied. Without limiting the generality of the foregoing, it is agreed
that, to the fullest extent permitted by law, the occurrence of any one or more
of the following shall not alter or impair the liability of any Guarantor
hereunder which shall remain absolute and unconditional as described above:

                  (a) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Credit Party Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (b) any of the acts mentioned in any of the provisions of any
         of the Credit Documents, any Hedging Agreement between any Consolidated
         Party and any Lender, or any Affiliate of a Lender, or any other
         agreement or instrument referred to in the Credit Documents or such
         Hedging Agreements shall be done or omitted;

                  (c) the maturity of any of the Credit Party Obligations shall
         be accelerated, or any of the Credit Party Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         any of the Credit Documents, any Hedging Agreement between any
         Consolidated Party and any Lender, or any Affiliate of a Lender, or any
         other agreement or instrument referred to in the Credit Documents or
         such Hedging Agreements shall be waived or any other guarantee of any
         of the Credit Party Obligations or any security therefor shall be
         released, subordinated, impaired or exchanged in whole or in part or
         otherwise dealt with;

                  (d) any Lien granted to, or in favor of, the Administrative
         Agent or any Lender or Lenders as security for any of the Credit Party
         Obligations shall fail to attach or be perfected; or

                  (e) any of the Credit Party Obligations shall be determined to
         be void or voidable (including, without limitation, for the benefit of
         any creditor of any Guarantor) or shall be subordinated to the claims
         of any Person (including, without limitation, any creditor of any
         Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any


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<PAGE>
Person under any of the Credit Documents, any Hedging Agreement between any
Consolidated Party and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Credit Party Obligations.

         4.3      REINSTATEMENT.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Credit Party Obligations is
rescinded or must be otherwise restored by any holder of any of the Credit Party
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

         4.4      CERTAIN ADDITIONAL WAIVERS.

         Without limiting the generality of the provisions of this Section 4,
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat.
Sections 26-7 through 26-9, inclusive, to the extent applicable. Each
Guarantor further agrees that such Guarantor shall have no right of recourse to
security for the Credit Party Obligations, except through the exercise of rights
of subrogation pursuant to Section 4.2 and through the exercise of rights of
contribution pursuant to Section 4.6.

         4.5      REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Credit Party Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of Section
4.1. The Guarantors acknowledge and agree that their obligations hereunder are
secured in accordance with the terms of the Collateral Documents and that the
Lenders may exercise their remedies thereunder in accordance with the terms
thereof.

         4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.6 shall be


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<PAGE>
subordinate and subject in right of payment to the Credit Party Obligations
until such time as the Credit Party Obligations have been Fully Satisfied, and
none of the Guarantors shall exercise any right or remedy under this Section 4.6
against any other Guarantor until such Credit Party Obligations have been Fully
Satisfied. For purposes of this Section 4.6, (a) "Excess Payment" shall mean the
amount paid by any Guarantor in excess of its Pro Rata Share of any Guaranteed
Obligations; (b) "Pro Rata Share" shall mean, for any Guarantor in respect of
any payment of Credit Party Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Guaranteed Obligations of (i) the amount by
which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of all of the Credit Parties exceeds the amount of all of the debts
and liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Credit Parties hereunder) of
the Credit Parties; provided, however, that, for purposes of calculating the Pro
Rata Shares of the Guarantors in respect of any payment of Credit Party
Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection
with such payment; and (c) "Contribution Share" shall mean, for any Guarantor in
respect of any Excess Payment made by any other Guarantor, the ratio (expressed
as a percentage) as of the date of such Excess Payment of (i) the amount by
which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of the Credit Parties other than the maker of such Excess Payment
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Credit Parties) of the Credit Parties other than the maker of
such Excess Payment; provided, however, that, for purposes of calculating the
Contribution Shares of the Guarantors in respect of any Excess Payment, any
Guarantor that became a Guarantor subsequent to the date of any such Excess
Payment shall be deemed to have been a Guarantor on the date of such Excess
Payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection
with such Excess Payment. This Section 4.6 shall not be deemed to affect any
right of subrogation, indemnity, reimbursement or contribution that any
Guarantor may have under applicable law against the Borrower in respect of any
payment of Guaranteed Obligations which are (together with any rights of
contribution under this Section 4.6) governed by and subject to the second (2nd)
sentence of section 4.2 hereof. Notwithstanding the foregoing, all rights of
contribution against any Guarantor shall terminate from and after such time, if
ever, that such Guarantor shall be relieved of its obligations pursuant to
Section 8.5.

         4.7      GUARANTEE OF PAYMENT; CONTINUING GUARANTEE; SUBORDINATION.

         The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Credit Party
Obligations whenever arising. Any Indebtedness of the Borrower or any guarantor
(including any other Guarantor) of the Credit Party Obligations now or hereafter
held by any Guarantor is subordinated in right of payment to the Credit Party
Obligations or the Guaranteed Obligations (as the case may be), and any


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<PAGE>
payment on any such Indebtedness of the Borrower or any guarantor (including any
other Guarantor) of the Credit Party Obligations held by a Guarantor collected
or received by such Guarantor during the continuance of a Default or an Event of
Default, and any amount paid to a Guarantor on account of any subrogation,
indemnity, reimbursement, indemnification or contribution rights referred to in
Section 4.2 or Section 4.6 hereof when all Credit Party Obligations have not
been Fully Satisfied, shall be held in trust for the Administrative Agent on
behalf of the Lenders and shall forthwith be paid over to Administrative Agent
for the benefit of the Lenders to be credited and applied against the Credit
Party Obligations.


                                    SECTION 5

                                   CONDITIONS

         5.1      CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Loans or the Issuing Lender to issue the initial Letter of
Credit, whichever shall occur first, shall be subject to satisfaction of the
following conditions:

                  (a) Executed Credit Documents. Receipt by the Administrative
         Agent of duly executed copies of: (i) the InSight Acquisition Note,
         (ii) the Borrower Assignment, Assumption and Release, (iii) this Credit
         Agreement, (iv) the Notes, (v) the Pledge Agreement, (vi) the Security
         Agreement and (vii) the Administrative Agent's Fee Letter.

                  (b) Corporate Documents. Receipt by the Administrative Agent
         of the following:

                           (i) Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  each Credit Party certified to be true and complete as of a
                  recent date by the appropriate Governmental Authority of the
                  state or other jurisdiction of its incorporation or
                  organization and certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct as of
                  the Closing Date.

                           (ii) Bylaws. A copy of the bylaws of each Credit
                  Party certified by a secretary or assistant secretary of such
                  Credit Party to be true and correct as of the Closing Date.

                           (iii) Resolutions. Copies of resolutions of the Board
                  of Directors of each Credit Party approving and adopting the
                  Credit Documents to which it is a party, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by a secretary or assistant secretary of
                  such Credit Party to be true and correct and in force and
                  effect as of the Closing Date.

                           (iv) Good Standing. Copies of (A) certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the


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<PAGE>
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of incorporation or organization and each other
                  jurisdiction in which the failure to so qualify and be in good
                  standing could reasonably be expected to have a Material
                  Adverse Effect and (B) to the extent available, a certificate
                  indicating payment of all corporate or comparable franchise
                  taxes certified as of a recent date by the appropriate
                  governmental taxing authorities.

                           (v) Incumbency. An incumbency certificate of each
                  Credit Party certified by a secretary or assistant secretary
                  to be true and correct as of the Closing Date.

                  (c) Opinions of Counsel. The Administrative Agent shall have
         received, in each case dated as of the Closing Date, addressed to the
         Administrative Agent and the Lenders and in form and substance
         reasonably satisfactory to the Administrative Agent:

                           (i) a legal opinion of Kaye Scholer LLP, counsel for
                  the Credit Parties; and

                           (ii) a legal opinion of special local counsel for
                  each Credit Party not organized in the State of Delaware or
                  the State of New York.

                  (d) Personal Property Collateral. The Administrative Agent
         shall have received:

                           (i) searches of Uniform Commercial Code filings in
                  the jurisdiction of the chief executive office of each Credit
                  Party and each jurisdiction where any Collateral is located or
                  where a filing would need to be made in order to perfect the
                  Administrative Agent's security interest in the Collateral,
                  copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                           (ii) UCC financing statements for each appropriate
                  jurisdiction as is necessary, in the Administrative Agent's
                  sole discretion, to perfect the Administrative Agent's
                  security interest in the Collateral;

                           (iii) searches of ownership of, and Liens on,
                  intellectual property of each Credit Party in the appropriate
                  governmental offices;

                           (iv) all certificates evidencing any certificated
                  Capital Stock pledged to the Administrative Agent pursuant to
                  the Pledge Agreement, together with duly executed in blank,
                  undated stock powers attached thereto (unless, with respect to
                  the pledged Capital Stock of any Foreign Subsidiary, such
                  stock powers are deemed unnecessary by the Administrative
                  Agent in its reasonable discretion under the law of the
                  jurisdiction of incorporation of such Person);

                           (v) duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's sole discretion, to
                  perfect the Administrative Agent's security interest in the
                  Collateral;


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<PAGE>
                           (vi) all instruments and chattel paper having a value
                  in excess of $25,000 in the possession of any of the Credit
                  Parties, together with allonges or assignments as may be
                  necessary or appropriate to perfect the Administrative Agent's
                  security interest in the Collateral; and

                           (vii) duly executed consents as are necessary, in the
                  Administrative Agent's reasonable discretion, to perfect the
                  Administrative Agent's security interest in the Collateral.

                  (e) Availability. Immediately after giving effect to the
         Transaction on the Closing Date, the aggregate outstanding principal
         amount of the Revolving Credit Loans and LOC Obligations shall not
         exceed $5 million.

                  (f) Evidence of Insurance. Receipt by the Administrative Agent
         of copies of insurance policies or certificates of insurance of the
         Consolidated Parties evidencing liability and casualty insurance
         meeting the requirements set forth in the Credit Documents, including,
         but not limited to, naming the Administrative Agent as additional
         insured (in the case of liability insurance) or loss payee (in the case
         of hazard insurance) on behalf of the Lenders.

                  (g) Government Consent. Receipt by the Administrative Agent of
         evidence that all governmental, shareholder and material third party
         consents (including Hart-Scott-Rodino clearance) and approvals
         necessary in connection with the Transaction and expiration of all
         applicable waiting periods without any action being taken by any
         authority that could restrain, prevent or impose any material adverse
         conditions on the Transaction or that could seek or threaten any of the
         foregoing, and no law or regulation shall be applicable which in the
         reasonable judgment of the Administrative Agent could have such effect.

                  (h) Consummation of Transaction. The Transaction shall have
         been consummated in accordance with the terms of the Merger Agreement
         and in compliance with applicable law and regulatory approvals, all
         material conditions precedent to the obligations of the buyer under the
         Merger Agreement shall have been satisfied, and the Administrative
         Agent shall be satisfied that (i) the Parent shall have received
         approximately $100 million and that immediately thereafter the Parent
         shall have contributed such amount, net of reasonable expenses payable
         to third parties, to the Borrower in exchange for common Capital Stock
         of the Borrower, (ii) the Borrower shall have received gross proceeds
         of $200 million from the issuance by the Borrower of the Subordinated
         Notes, (iii) the tender offer to repurchase the Acquired Company's
         outstanding 9-5/8% senior subordinated notes due 2008 shall have been
         consummated in accordance with the terms of that certain Offer to
         Purchase and Consent Solicitation Statement dated August 15, 2001 and
         the documents related thereto and (iv) after giving effect to the
         Transaction, including the application on the Closing Date of the
         proceeds of the related financings and equity contributions, (A) the
         contribution described in clause (i) above shall constitute at least
         22% of the total capitalization of the Borrower, (B) the Consolidated
         Parties shall have no Indebtedness except for Indebtedness permitted
         under Section 8.1, and (C) the aggregate outstanding principal amount
         of all Funded Indebtedness of the Consolidated Parties (other than
         Indebtedness arising under this


                                       69
<PAGE>
         Credit Agreement and the Subordinated Notes) shall not exceed $12
         million. The Merger Agreement shall not have been altered, amended or
         otherwise changed or supplemented or any condition therein waived in
         any such case in a manner adverse to the Lenders without the prior
         written consent of the Administrative Agent. The Administrative Agent
         shall have received (i) a copy, certified by an Executive Officer of
         the Borrower as true and complete, of the Merger Agreement as
         originally executed and delivered, together with all exhibits and
         schedules and (ii) a copy, certified by an Executive Officer of the
         Borrower as true and complete, of the Subordinated Note Purchase
         Agreement as originally executed and delivered, together with all
         exhibits and schedules thereto.

                  (i) Financial Information. The Administrative Agent shall have
         received the financial information described in Sections 6.1(a), (b)
         and (c).

                  (j) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by an Executive
         Officer of the Borrower as of the Closing Date, in form and substance
         satisfactory to the Administrative Agent, stating that (A) each Credit
         Party is in compliance with all existing financial obligations, (B) all
         governmental, shareholder and third party consents and approvals, if
         any, with respect to the Credit Documents and the transactions
         contemplated thereby have been obtained, (C) no action, suit,
         investigation or proceeding is pending or threatened in any court or
         before any arbitrator or governmental instrumentality that purports to
         affect any Credit Party or any transaction contemplated by the Credit
         Documents, if such action, suit, investigation or proceeding could
         reasonably be expected to have a Material Adverse Effect, (D) the
         transactions contemplated by the Merger Agreement have been consummated
         in accordance with the terms thereof and (E) immediately after giving
         effect to the Transaction, (1) no Default or Event of Default exists,
         (2) all representations and warranties contained herein and in the
         other Credit Documents are true and correct in all material respects
         and (3) on the basis of income statement items and capital expenditures
         for the 12-month period ending on the last day of the most recently
         ended calendar month at least fifteen (15) days prior to the Closing
         Date and balance sheet items as of the Closing Date after giving effect
         to the Transaction, the Credit Parties would be in pro forma compliance
         with each of the financial covenants set forth in Section 7.9 as of the
         first date provided for the measurement of each of such financial
         covenants in accordance with the terms thereof.

                  (k) Solvency. The Administrative Agent shall have received (i)
         a certificate executed by an Executive Officer of the Borrower as of
         the Closing Date, in form and substance reasonably satisfactory to the
         Administrative Agent, regarding the Solvency of the Credit Parties on a
         consolidated basis and (ii) an opinion from Murray, Devine & Co. as to
         the Solvency of the Credit Parties on a consolidated basis after giving
         effect to the Transaction.

                  (l) Fees and Expenses. Payment by the Credit Parties to the
         Lenders and the Administrative Agent of all fees and expenses relating
         to the Credit Facilities which are due and payable on the Closing Date,
         including, without limitation, payment to the Administrative Agent of
         the fees set forth in the Administrative Agent's Fee Letter.

The parties hereto acknowledge that (i) the initial Loans made on the Closing
Date will be evidenced by the InSight Acquisition Note, (ii) the proceeds of
such initial Loans will be made


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<PAGE>
available to InSight Acquisition and used by InSight Acquisition to pay a
portion of the cash consideration required to consummate the acquisition by
InSight Acquisition of the Acquired Company and (iii) upon consummation of the
acquisition by InSight Acquisition of the Acquired Company, InSight Acquisition
will cause the Acquired Company to (A) assume the obligations of InSight
Acquisition as Borrower in respect of the Credit Facilities pursuant to the
Borrower Assignment, Assumption and Release and (B) to execute and deliver an
appropriate Revolving Note, Delayed-Draw Term Note and Tranche B Term Note to
each applicable Lender, whereupon InSight Acquisition will be released by the
Administrative Agent on behalf of the Lenders from its obligations as Borrower
pursuant to the Borrower Assignment, Assumption and Release and the
Administrative Agent will mark the InSight Acquisition Note cancelled and
promptly return it to the Borrower. For purposes of satisfaction of the
conditions precedent set forth in this Section 5.1 relating to the Acquired
Company, InSight Acquisition hereby agrees, upon consummation of the acquisition
by InSight Acquisition of the Acquired Company, InSight Acquisition will cause
the Acquired Company to deliver all documents and other matters required
pursuant to this Section 5.1, and each of the Administrative Agent and Lenders
agrees that as a result of such undertaking and the due performance thereof by
InSight Acquisition the conditions precedent set forth in this Section 5.1
relating to the Acquired Company shall be deemed to have been satisfied.

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligations of each Lender to make, convert or extend any Loan and
of the Issuing Lender to issue or extend any Letter of Credit (including the
initial Loans and the initial Letter of Credit) are subject to satisfaction of
the following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

                  (a) The Borrower shall have delivered (i) in the case of any
         Loan (or any portion thereof), an appropriate Notice of Borrowing (or
         in the case of a request for a Delayed-Draw Term Loan, the
         Administrative Agent shall have delivered a Delayed-Draw Term Loan
         Funding Notice) or Notice of Continuation/Conversion or (ii) in the
         case of any Letter of Credit, the Issuing Lender shall have received an
         appropriate request for issuance in accordance with the provisions of
         Section 2.2(b);

                  (b) The representations and warranties set forth in Section 6
         shall, subject to the limitations set forth therein, be true and
         correct in all material respects as of such date (except for those
         which expressly relate to an earlier date which shall be true and
         correct as of such earlier date);

                  (c) There shall not have been commenced against any
         Consolidated Party an involuntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or any
         case, proceeding or other action for the appointment of a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property or
         for the winding up or liquidation of its affairs, and such involuntary
         case or other case, proceeding or other action shall remain
         undismissed;

                  (d) No Default or Event of Default shall exist and be
         continuing either prior to or after giving effect thereto; and


                                       71
<PAGE>
                  (e) Immediately after giving effect to the making of such
         Loan, in the case of a request for a Revolving Loan, (and the
         application of the proceeds thereof) or to the issuance of such Letter
         of Credit, as the case may be, (i) the sum of the aggregate outstanding
         principal amount of Revolving Loans plus LOC Obligations shall not
         exceed the Revolving Committed Amount and (ii) the LOC Obligations
         shall not exceed the LOC Committed Amount.

The delivery of each Notice of Borrowing and each request for a Letter of Credit
pursuant to Section 2.2(b) shall constitute a representation and warranty by the
Credit Parties of the correctness of the matters specified in subsections (b),
(c), (d) and (e) above.


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         The Credit Parties hereby represent to the Administrative Agent and
each Lender that:

         6.1      FINANCIAL CONDITION.

                  (a) The audited consolidated and consolidating balance sheets
         and income statements of the Consolidated Parties for the fiscal year
         ended June 30, 2001 (including the notes thereto) (i) have been audited
         by Arthur Andersen LLP, (ii) have been prepared in accordance with GAAP
         consistently applied throughout the periods covered thereby and (iii)
         present fairly (on the basis disclosed in the footnotes to such
         financial statements) the consolidated financial condition, results of
         operations and cash flows of the Consolidated Parties as of such date
         and for such periods. The unaudited interim balance sheets of the
         Consolidated Parties as at the end of, and the related unaudited
         interim statements of earnings and of cash flows for, each fiscal month
         period ending after June 30, 2001 but at least 30 days prior to the
         Closing Date (i) have been prepared in accordance with GAAP
         consistently applied throughout the periods covered thereby and (ii)
         present fairly (on the basis disclosed in the footnotes to such
         financial statements) the consolidated and consolidating financial
         condition, results of operations and cash flows of the Consolidated
         Parties as of such date and for such periods. During the period from
         June 30, 2001 to and including the Closing Date, there has been no
         sale, transfer or other disposition by any Consolidated Party of any
         material part of the business or property of the Consolidated Parties,
         taken as a whole, and no purchase or other acquisition by any of them
         of any business or property (including any Capital Stock of any other
         Person) material in relation to the consolidated financial condition of
         the Consolidated Parties, taken as a whole, in each case, which is not
         reflected in the foregoing financial statements or in the notes thereto
         or has not otherwise been disclosed in writing to the Lenders on or
         prior to the Closing Date. As of the Closing Date, the Borrower and its
         Subsidiaries have no material liabilities (contingent or otherwise)
         that, in conformity with GAAP should be, but are not reflected in the
         foregoing financial statements or in the notes thereto.

                  (b) The pro forma consolidated balance sheet, income statement
         and statement of cash flows of the Consolidated Parties as of the
         Closing Date after giving effect to the Transaction and reflecting
         estimated purchase accounting adjustments is based upon


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<PAGE>
         reasonable assumptions made known to the Lenders and upon information
         not known to be incorrect or misleading in any material respect.

                  (c) The annual projections (including projected balance
         sheets, income statements and cash flow statements) for each fiscal
         year ending after the Closing Date and through the Maturity Date were
         prepared in good faith on the basis of the assumptions stated therein,
         which assumptions are fair in light of then existing conditions (it
         being understood that projections are subject to uncertainties and
         contingencies and that no assurance can be given that any projection
         will be realized).

                  (d) The financial statements delivered pursuant to Section
         7.1(a) and (b) have been prepared in accordance with GAAP (except as
         may otherwise be permitted under Section 7.1(a) and (b)) and present
         fairly (on the basis disclosed in the footnotes to such financial
         statements) the consolidated and consolidating financial condition,
         results of operations and cash flows of the Consolidated Parties as of
         such date and for such periods.

         6.2      NO MATERIAL CHANGE.

         Since June 30, 2001, there has been no development or event relating to
or affecting a Consolidated Party which has had or could reasonably be expected
to have a Material Adverse Effect.

         6.3      ORGANIZATION AND GOOD STANDING.

         Each of the Consolidated Parties (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not have a Material Adverse Effect.

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party, and in the case of the Borrower, to obtain
extensions of credit hereunder, and has taken all necessary corporate or other
necessary action to authorize the borrowings and other extensions of credit on
the terms and conditions of this Credit Agreement and to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party. No consent or authorization of, filing with, notice to or other similar
act by or in respect of, any Governmental Authority or any other Person is
required to be obtained or made by or on behalf of any Credit Party in
connection with the borrowings or other extensions of credit hereunder, with the
execution, delivery, performance, validity or enforceability of the Credit
Documents to which such Credit Party is a party or with the consummation of the
Transaction, except for (i) consents, authorizations, notices and filings which
have been obtained or made and (ii) filings to perfect the Liens created by the
Collateral Documents. This Credit Agreement has been, and each other Credit
Document to which any Credit Party is a party will be,


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<PAGE>
duly executed and delivered on behalf of the Credit Parties. This Credit
Agreement constitutes, and each other Credit Document to which any Credit Party
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of such Credit Party enforceable against such party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

         6.5      NO CONFLICTS.

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational or governing documents of such
Person, (b) violate, contravene or conflict with any Requirement of Law or any
other law, regulation (including, without limitation, Regulation U or Regulation
X), order, writ, judgment, injunction, decree or permit applicable to it, if the
effect thereof could reasonably be expected to have a Material Adverse Effect,
(c) violate, contravene or conflict with contractual provisions of, or cause an
event of default under, any indenture, loan agreement, mortgage, deed of trust,
contract or other agreement or instrument to which it is a party or by which it
may be bound, if the effect thereof could reasonably be expected to have a
Material Adverse Effect, or (d) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Credit
Documents) upon or with respect to its properties.

         6.6      NO DEFAULT.

         No Consolidated Party is in default in any respect under any contract,
lease, loan agreement, indenture, mortgage, security agreement or other
agreement or obligation to which it is a party or by which any of its properties
is bound which default could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred or exists except as
previously disclosed in writing to the Lenders.

         6.7      OWNERSHIP.

         Each Consolidated Party is the owner of, and has good and marketable
title to, all of its respective assets and none of such assets is subject to any
Lien other than Permitted Liens.

         6.8      INDEBTEDNESS; LIENS.

                  (a) Except as otherwise permitted under Section 8.1, the
         Consolidated Parties have no Indebtedness.

                  (b) Except as otherwise permitted under Section 8.2, there are
         no Liens on the Property of any the Consolidated Parties.


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<PAGE>
         6.9      LITIGATION.

         Except as disclosed in Schedule 6.9, there does not exist (i) any
order, decree, judgment, ruling or injunction which restrains the consummation
of the acquisition of the Acquired Company in the manner contemplated by the
Merger Agreement or (ii) any pending or threatened action, suit or legal,
equitable, arbitration or administrative proceeding against any Consolidated
Party which could reasonably be expected to have a Material Adverse Effect.

         6.10     TAXES.

         Each Consolidated Party has filed, or caused to be filed, all material
tax returns (Federal, state, local and foreign) required to be filed and paid
(a) all amounts of taxes shown thereon to be due (including interest and
penalties) and (b) all other material taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which are
not yet delinquent or (ii) that are being contested in good faith and by proper
proceedings in a manner which stays enforcement thereof, and against which
adequate reserves are being maintained in accordance with GAAP. No Credit Party
is aware as of the Closing Date of any proposed tax assessments against it or
any other Consolidated Party.

         6.11     COMPLIANCE WITH LAW.

         Each Consolidated Party is in compliance with all Requirements of Law
and all other laws, rules, regulations, orders and decrees (including without
limitation Environmental Laws) applicable to it, or to its properties, unless
such failure to comply could not reasonably be expected to have a Material
Adverse Effect.

         6.12     ERISA.

         Except as disclosed and described in Schedule 6.12 attached hereto:

                  (a) During the five-year period prior to the date on which
         this representation is made or deemed made: (i) no ERISA Event has
         occurred which could have a Material Adverse Effect, and, to the best
         knowledge of the Executive Officers of the Credit Parties, no event or
         condition has occurred or exists as a result of which any ERISA Event
         could reasonably be expected to occur, with respect to any Plan; (ii)
         no "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, has
         occurred with respect to any Plan; (iii) each Plan has been maintained,
         operated, and funded in compliance with its own terms and in material
         compliance with the provisions of ERISA, the Code, and any other
         applicable Federal or state laws; and (iv) no Lien in favor of the PBGC
         or a Plan has arisen or is reasonably likely to arise on account of any
         Plan.

                  (b) The actuarial present value of all "benefit liabilities"
         (as defined in Section 4001(a)(16) of ERISA), whether or not vested,
         under each Single Employer Plan, as of the last annual valuation date
         prior to the date on which this representation is made or deemed made
         (determined, in each case, in accordance with Financial Accounting
         Standards Board Statement 87, utilizing the actuarial assumptions used
         in such Plan's most recent


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<PAGE>
         actuarial valuation report), did not exceed as of such valuation date
         the fair market value of the assets of such Plan in an amount which
         would have a Material Adverse Effect.

                  (c) Neither any Consolidated Party nor any ERISA Affiliate has
         incurred, or, to the best knowledge of the Executive Officers of the
         Credit Parties, could be reasonably expected to incur, any withdrawal
         liability under ERISA to any Multiemployer Plan or Multiple Employer
         Plan. Neither any Consolidated Party nor any ERISA Affiliate would
         become subject to any withdrawal liability under ERISA that would have
         a Material Adverse Effect if any Consolidated Party or any ERISA
         Affiliate were to withdraw completely from all Multiemployer Plans and
         Multiple Employer Plans as of the valuation date most closely preceding
         the date on which this representation is made or deemed made. Neither
         any Consolidated Party nor any ERISA Affiliate has received any
         notification that any Multiemployer Plan is in reorganization (within
         the meaning of Section 4241 of ERISA), is insolvent (within the meaning
         of Section 4245 of ERISA), or has been terminated (within the meaning
         of Title IV of ERISA), and no Multiemployer Plan is, to the best
         knowledge of the Executive Officers of the Credit Parties, reasonably
         expected to be in reorganization, insolvent, or terminated.

                  (d) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to a Plan which has subjected
         or may subject any Consolidated Party or any ERISA Affiliate to any
         material liability under Sections 406, 409, 502(i), or 502(l) of ERISA
         or Section 4975 of the Code, or under any agreement or other instrument
         pursuant to which any Consolidated Party or any ERISA Affiliate has
         agreed or is required to indemnify any Person against any such
         liability.

                  (e) Neither any Consolidated Party nor any ERISA Affiliates
         has any material liability with respect to "expected post-retirement
         benefit obligations" within the meaning of the Financial Accounting
         Standards Board Statement 106. Each Plan which is a welfare plan (as
         defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA
         and Section 4980B of the Code apply has been administered in compliance
         in all material respects with such sections.

                  (f) Neither the execution and delivery of this Credit
         Agreement nor the consummation of the financing transactions
         contemplated thereunder will involve any transaction which is subject
         to the prohibitions of Sections 404, 406 or 407 of ERISA or in
         connection with which a tax could be imposed pursuant to Section 4975
         of the Code. The representation by the Credit Parties in the preceding
         sentence is made in reliance upon and subject to the accuracy of the
         Lenders' representation in Section 11.15 with respect to their source
         of funds and is subject, in the event that the source of the funds used
         by the Lenders in connection with this transaction is an insurance
         company's general asset account, to the application of Prohibited
         Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
         compliance with the regulations issued under Section 401(c)(1)(A) of
         ERISA, or the issuance of any other prohibited transaction exemption or
         similar relief, to the effect that assets in an insurance company's
         general asset account do not constitute assets of an "employee benefit
         plan" within the meaning of Section 3(3) of ERISA or a "plan" within
         the meaning of Section 4975(e)(1) of the Code.


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<PAGE>
         6.13     CORPORATE STRUCTURE; CAPITAL STOCK, ETC.

         The corporate capital and ownership structure of the Consolidated
Parties as of the Closing Date after giving effect to the Transaction is as
described in Schedule 6.13A. Set forth on Schedule 6.13B is a complete and
accurate list as of the Closing Date with respect to the Borrower and each of
its direct and indirect Subsidiaries of (i) jurisdiction of incorporation, (ii)
number of shares of each class of Capital Stock outstanding, (iii) number and
percentage of outstanding shares of each class owned (directly or indirectly) by
the Consolidated Parties and (iv) number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect thereto as of the Closing Date. The outstanding
Capital Stock of all such Persons is validly issued, fully paid and
non-assessable and is owned in the manner set forth on Schedule 6.13B, free and
clear of all Liens (other than Permitted Liens). Other than as set forth in
Schedule 6.13B, neither the Borrower nor any of its Subsidiaries has outstanding
any securities convertible into or exchangeable for its Capital Stock nor does
any such Person have outstanding any rights to subscribe for or to purchase or
any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to its Capital Stock.

         6.14     GOVERNMENTAL REGULATIONS, ETC.

                  (a) None of the transactions contemplated by this Credit
         Agreement (including, without limitation, the direct or indirect use of
         the proceeds of the Loans) will violate or result in a violation of the
         Securities Act, the Securities Exchange Act or any of Regulations U and
         X.

                  (b) None of the Consolidated Parties is (i) an "investment
         company", or a company "controlled" by an "investment company", within
         the meaning of the Investment Company Act of 1940, as amended, (ii) a
         "holding company" as defined in, or otherwise subject to regulation
         under, the Public Utility Holding Company Act of 1935, as amended or
         (iii) subject to regulation under any other Federal or state statute or
         regulation (other than usury laws) which limits its ability to incur
         Indebtedness.

         6.15     PURPOSE OF LOANS AND LETTERS OF CREDIT.

         The proceeds of the Loans shall be used solely by the Borrower to
effect the Transaction, to pay fees and expenses related to the Transaction and
to provide for working capital and general corporate purposes of the Borrower
and its Subsidiaries (including, without limitation, the development of new
service locations and Permitted Acquisitions). The Letters of Credit shall be
used only for or in connection with appeal bonds, reimbursement obligations
arising in connection with surety and reclamation bonds, reinsurance, domestic
or international trade transactions and obligations not otherwise aforementioned
relating to transactions entered into by the applicable account party in the
ordinary course of business.

         6.16     ENVIRONMENTAL MATTERS.

         Except as disclosed and described in Schedule 6.16 attached hereto or
except as could not reasonably be expected to have a Material Adverse Effect:


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<PAGE>
                  (a) Each of the Real Properties and all operations at the Real
         Properties are in compliance with all applicable Environmental Laws,
         there is no violation of any Environmental Law with respect to the Real
         Properties or the Businesses, and there are no conditions relating to
         the Real Properties or the Businesses that could give rise to liability
         under any applicable Environmental Laws.

                  (b) None of the Real Properties contains any Materials of
         Environmental Concern at, on or under the Real Properties in amounts or
         concentrations that constitute a violation of, or could give rise to
         liability under, Environmental Laws.

                  (c) No Consolidated Party has received any written notice of,
         or inquiry from any Governmental Authority regarding, any violation,
         alleged violation, non-compliance, liability or potential liability
         regarding environmental matters or compliance with Environmental Laws
         with regard to any of the Real Properties or the Businesses.

                  (d) Materials of Environmental Concern have not been
         transported or disposed of from the Real Properties, or generated,
         treated, stored or disposed of at, on or under any of the Real
         Properties or any other location, in each case by or on behalf of any
         Consolidated Party in violation of, or in a manner that could give rise
         to liability under, any applicable Environmental Law.

                  (e) No judicial proceeding or governmental or administrative
         action is pending or, to the knowledge of the Executive Officers of the
         Credit Parties, threatened, under any Environmental Law to which any
         Consolidated Party is or will be named as a party, nor are there any
         consent decrees or other decrees, consent orders, administrative orders
         or other orders, or other administrative or judicial requirements
         outstanding under any Environmental Law with respect to the
         Consolidated Parties, the Real Properties or the Businesses.

                  (f) There has been no release, or threat of release, of
         Materials of Environmental Concern at or from the Real Properties, or
         arising from the operations (including, without limitation, disposal)
         of any Consolidated Party in connection with the Real Properties or
         otherwise in connection with the Businesses, in violation of or in
         amounts or in a manner that could give rise to liability under
         Environmental Laws.

         6.17     INTELLECTUAL PROPERTY.

         Each Consolidated Party owns, or has the legal right to use, all
trademarks, service marks, trade names, trade dress, patents, copyrights,
technology, know-how and processes (the "Intellectual Property") necessary for
each of them to conduct its business as currently conducted except for those the
failure to own or have such legal right to use could not reasonably be expected
to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all
Intellectual Property registered or pending registration as of the Closing Date
with the United States Copyright Office or the United States Patent and
Trademark Office and owned by each Consolidated Party or that any Consolidated
Party has the right to use. Except as provided on Schedule 6.17, no claim has
been asserted and is pending by any Person challenging or questioning the use of
the Intellectual Property or the validity or effectiveness of the Intellectual
Property, nor does any Credit Party know of any such claim, and, to the
knowledge of the Executive Officers of the Credit Parties, the use of the
Intellectual Property


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<PAGE>
by any Consolidated Party or the granting of a right or a license in respect of
the Intellectual Property from any Consolidated Party does not infringe on the
rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
As of the Closing Date, none of the Intellectual Property of the Consolidated
Parties is subject to any licensing agreement or similar arrangement except as
set forth on Schedule 6.17.

         6.18     SOLVENCY.

         The Credit Parties are Solvent on a consolidated basis.

         6.19     INVESTMENTS.

         All Investments of each Consolidated Party are (i) Permitted
Investments and (ii) to the extent consisting of any deposit with, or advance,
loan or other extension of credit to, another Person (other than deposits made
in the ordinary course of business) and existing as of the Closing Date, are set
forth on Schedule 8.6.

         6.20     BUSINESS LOCATIONS.

         Set forth on Schedule 6.20(a) is a list of all Real Properties located
in the United States of America as of the Closing Date. Set forth on Schedule
6.20(b) is a list of all locations where any tangible personal property of a
Credit Party is located as of the Closing Date. Set forth on Schedule 6.20(c) is
the chief executive office, jurisdiction of incorporation or formation and
principal place of business of each Credit Party as of the Closing Date.

         6.21     DISCLOSURE.

         Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of any Consolidated Party in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained therein or herein not misleading.

         6.22     NO BURDENSOME RESTRICTIONS.

         No Consolidated Party is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any
provision of any applicable law, rule or regulation which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

         6.23     BROKERS' FEES.

         Except as disclosed and described in Schedule 6.23, no Consolidated
Party has any obligation to any Person in respect of any finder's, broker's,
investment banking or other similar fee in connection with any of the
transactions contemplated under the Credit Documents.


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<PAGE>
         6.24     LABOR MATTERS.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of a Consolidated Party as of the Closing Date and, as of
the Closing Date, none of the Consolidated Parties has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last five
years.

         6.25     NATURE OF BUSINESS.

         As of the Closing Date, the Consolidated Parties are engaged in the
business of providing diagnostic imaging services and ancillary services to the
healthcare industry.


                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that until such time as
this Credit Agreement has been terminated in accordance with the terms of
Section 11.13:

         7.1      INFORMATION COVENANTS.

         The Credit Parties will furnish, or cause to be furnished, to the
Administrative Agent (which will promptly furnish to the Lenders):

                  (a) Annual Financial Statements. As soon as available, and in
         any event within 100 days after the close of each fiscal year of the
         Borrower, (i) a consolidated balance sheet and income statement of the
         Consolidated Parties as of the end of such fiscal year, together with
         related consolidated statements of retained earnings and cash flows for
         such fiscal year, in each case setting forth in comparative form
         consolidated figures for the preceding fiscal year, all such financial
         information described in this clause (i) to be in reasonable form and
         detail and audited by independent certified public accountants of
         recognized national standing reasonably acceptable to the
         Administrative Agent and whose opinion shall be to the effect that such
         financial statements have been prepared in accordance with GAAP (except
         for changes with which such accountants concur) and shall not be
         limited as to the scope of the audit or qualified as to the status of
         the Consolidated Parties as a going concern or any other material
         qualifications or exceptions and (ii) consolidating balance sheets and
         income statements of the Consolidated Parties as of the end of such
         fiscal year, together with related consolidating statements of retained
         earnings and cash flows for such fiscal year, in each case setting
         forth in comparative form consolidating figures for the preceding
         fiscal year, all such financial information described in this clause
         (ii) to be in reasonable form and detail and reasonably acceptable to
         the Administrative Agent, and accompanied by a certificate of an
         Executive Officer of the Borrower to the effect that such financial
         statements fairly present in all material respects the financial
         condition of the Consolidated Parties and have been prepared in
         accordance with GAAP.

                  (b) Quarterly Financial Statements. As soon as available, and
         in any event within 50 days after the close of each of the first three
         fiscal quarters of each fiscal year of


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<PAGE>
         the Borrower, consolidated and consolidating balance sheets and income
         statements of the Consolidated Parties as of the end of such fiscal
         quarter, together with related consolidated statements of retained
         earnings and cash flows for such fiscal quarter, in each case setting
         forth in comparative form consolidated and consolidating figures, as
         applicable, for the corresponding period of the preceding fiscal year,
         all such financial information described above to be in reasonable form
         and detail and reasonably acceptable to the Administrative Agent, and
         accompanied by a certificate of an Executive Officer of the Borrower to
         the effect that such quarterly financial statements fairly present in
         all material respects the financial condition of the Consolidated
         Parties and have been prepared in accordance with GAAP, subject to
         changes resulting from audit and normal year-end audit adjustments.

                  (c) Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of an Executive Officer of the Borrower substantially in
         the form of Exhibit 7.1(c), (i) demonstrating compliance with (A) the
         financial covenants contained in Section 7.9 by calculation thereof as
         of the end of each such fiscal period, (B) Section 8.1 and (C) Section
         8.6 and (ii) stating that no Default or Event of Default exists, or if
         any Default or Event of Default does exist, specifying the nature and
         extent thereof and what action the Credit Parties propose to take with
         respect thereto.

                  (d) Annual Business Plan and Budgets. Not later than 30 days
         after the end of each fiscal year of the Borrower, beginning with the
         fiscal year ending June 30, 2002, an annual business plan and budget of
         the Consolidated Parties containing, among other things, pro forma
         financial statements for the next fiscal year.

                  (e) Compliance With Certain Provisions of the Credit
         Agreement. Within 100 days after the end of each fiscal year of the
         Borrower, a certificate containing information regarding (i) the
         calculation of Excess Cash Flow and (ii) the amount of all Asset
         Dispositions (other than any Asset Disposition constituting a
         transaction of the type described in clause (i), (ii), (iii), (vi) or
         (vii) of the definition of "Excluded Asset Disposition" set forth in
         Section 1.1), Debt Issuances, Equity Issuances, Acquisitions,
         Investments in Joint Ventures and all repayments and returns of
         principal or capital on Investments in Joint Ventures and all other
         returns on Investments in Joint Ventures that occurred during the prior
         fiscal year.

                  (f) Accountant's Certificate. Within the period for delivery
         of the annual financial statements provided in Section 7.1(a), a
         certificate of the accountants conducting the annual audit stating that
         they have reviewed this Credit Agreement as it relates to accounting
         and other financial matters and stating further whether, in the course
         of their audit, they have become aware of any Default or Event of
         Default and, if any such Default or Event of Default exists, specifying
         the nature and extent thereof, provided that such accountants shall not
         be liable by reason of any failure to obtain knowledge of any such
         Default or Event of Default that would not be disclosed in the course
         of their audit examination.

                  (g) Auditor's Reports. Promptly upon receipt thereof, a copy
         of any other report or "management letter" submitted by independent
         accountants to any Consolidated Party in connection with any annual,
         interim or special audit of the books of such Person.


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<PAGE>
                  (h) Reports. Promptly upon transmission or receipt thereof,
         copies of any filings and registrations with, and reports to or from,
         the Securities and Exchange Commission, or any successor agency, and
         copies of all financial statements, proxy statements, notices and
         reports as any Consolidated Party shall send to a holder of any
         Subordinated Indebtedness in its capacity as such a holder.

                  (i) Notices. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent promptly of (i) the occurrence of an
         event or condition consisting of a Default or Event of Default,
         specifying the nature and existence thereof and what action the Credit
         Parties propose to take with respect thereto, and (ii) the occurrence
         of any of the following with respect to any Consolidated Party (A) the
         pendency or commencement of any litigation, arbitral or governmental
         proceeding against such Person which if adversely determined is
         reasonably likely to have a Material Adverse Effect or (B) the
         institution of any proceedings against such Person with respect to, or
         the receipt of notice by such Person of potential liability or
         responsibility for violation, or alleged violation of any Federal,
         state or local law, rule or regulation, including but not limited to,
         Environmental Laws, which violation or liability could reasonably be
         expected to have a Material Adverse Effect.

                  (j) ERISA. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent promptly (and in any event within
         ten (10) Business Days) of: (i) any event or condition, including, but
         not limited to, any Reportable Event, that constitutes, or might
         reasonably lead to, an ERISA Event; (ii) with respect to any
         Multiemployer Plan, the receipt of notice as prescribed in ERISA or
         otherwise of any withdrawal liability assessed against the Credit
         Parties or any ERISA Affiliates, or of a determination that any
         Multiemployer Plan is in reorganization or insolvent (both within the
         meaning of Title IV of ERISA); (iii) the failure to make full payment
         on or before the due date (including extensions) thereof of all amounts
         which any Consolidated Party or any ERISA Affiliate is required to
         contribute to each Plan pursuant to its terms and as required to meet
         the minimum funding standard set forth in ERISA and the Code with
         respect thereto; or (iv) any change in the funding status of any Plan
         that could have a Material Adverse Effect, together with a description
         of any such event or condition or a copy of any such notice and a
         statement by an Executive Officer of the Borrower briefly setting forth
         the details regarding such event, condition, or notice, and the action,
         if any, which has been or is being taken or is proposed to be taken by
         the Credit Parties with respect thereto. Promptly upon request, the
         Credit Parties shall furnish the Administrative Agent and the Lenders
         with such additional information concerning any Plan as may be
         reasonably requested, including, but not limited to, copies of each
         annual report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to be filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Code,
         respectively, for each "plan year" (within the meaning of Section 3(39)
         of ERISA).

                  (k) Other Information. With reasonable promptness upon any
         such request, such other information regarding the business, properties
         or financial condition of any Consolidated Party as any Lender (through
         the Administrative Agent) or the Required Lenders may reasonably
         request.


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<PAGE>
         7.2      PRESERVATION OF EXISTENCE AND FRANCHISES.

         Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary not prohibited by Section 8.4 or Section 8.5, each
Credit Party will, and will cause each of its Restricted Subsidiaries to, do all
things necessary to preserve and keep in full force and effect its existence,
rights, franchises and authority.

         7.3      BOOKS AND RECORDS.

         Each Credit Party will, and will cause each of its Restricted
Subsidiaries to, keep complete and accurate books and records of its
transactions in accordance with good accounting practices on the basis of GAAP
(including the establishment and maintenance of appropriate reserves).

         7.4      COMPLIANCE WITH LAW.

         Each Credit Party will, and will cause each of its Restricted
Subsidiaries to, comply with all laws, rules, regulations and orders, and all
applicable restrictions imposed by all Governmental Authorities, applicable to
it and its Property if noncompliance with any such law, rule, regulation, order
or restriction could reasonably be expected to have a Material Adverse Effect.

         7.5      PAYMENT OF TAXES AND OTHER CLAIMS.

                  Each Credit Party will, and will cause each of its Restricted
Subsidiaries to, pay and discharge (a) all material taxes, assessments and
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its properties, before they shall become delinquent and (b) all
lawful claims (including claims for labor, materials and supplies) which, if
unpaid, might give rise to a Lien other than a Permitted Lien upon any of its
properties; provided, however, that no such Person shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith by appropriate proceedings in a manner which stays payment thereof and as
to which adequate reserves therefor have been established in accordance with
GAAP, unless the failure to make any such payment could reasonably be expected
to have a Material Adverse Effect.

         7.6      INSURANCE.

                  (a) Each Credit Party will, and will cause each of its
         Restricted Subsidiaries to, at all times maintain in full force and
         effect insurance (including worker's compensation insurance, liability
         insurance, casualty insurance and business interruption insurance) in
         such amounts, covering such risks and liabilities and with such
         deductibles or self-insurance retentions as are in accordance with
         normal industry practice. The Administrative Agent shall be named as
         loss payee, assignee or mortgagee, as its interest may appear, and/or
         additional insured with respect to any such insurance providing
         coverage in respect of any Collateral, and each provider of any such
         insurance shall agree, by endorsement upon the policy or policies
         issued by it or by independent instruments furnished to the
         Administrative Agent, that it will give the Administrative Agent thirty
         (30) days prior written notice before any such policy or policies shall
         be altered or canceled. The present insurance coverage of the
         Consolidated Parties is outlined as to carrier, policy number,
         expiration date, type and amount on Schedule 7.6.


                                       83
<PAGE>
                  (b) In the event that the Consolidated Parties receive Net
         Cash Proceeds in excess of $250,000 in aggregate amount during any
         fiscal year of the Consolidated Parties ("Excess Proceeds") on account
         of Involuntary Dispositions, the Credit Parties shall, within the
         period of 360 days following the date of receipt of such Excess
         Proceeds, apply (or cause to be applied) an amount equal to such Excess
         Proceeds to (i) make Eligible Reinvestments (including but not limited
         to the repair or replacement of the related Property) or (ii) prepay
         the Loans (and cash collateralize LOC Obligations) in accordance with
         the terms of Section 3.3(b)(iii)(B). All insurance proceeds received by
         any Credit Party shall be subject to the security interest of the
         Administrative Agent (for the ratable benefit of the Lenders) under the
         Collateral Documents. Pending final application of any Excess Proceeds,
         the Credit Parties may apply such Excess Proceeds to temporarily reduce
         the Revolving Loans or to make Permitted Investments.

         7.7      USE OF PROCEEDS.

         The Borrower will use the proceeds of the Loans and will use the
Letters of Credit solely for the purposes set forth in Section 6.15.

         7.8      AUDITS/INSPECTIONS.

         Upon reasonable notice and during normal business hours, each Credit
Party will, and will cause each of its Restricted Subsidiaries to, permit
representatives appointed by the Administrative Agent, including, without
limitation, independent accountants, agents, attorneys, and appraisers to visit
and inspect its property, including its books and records, its accounts
receivable and inventory, its facilities and its other business assets, and to
make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of such Person; provided, however, that,
unless an Event of Default shall exist, the Administrative Agent shall not
exercise its rights under this sentence more often than two times during any
calendar year (only one of such times to be at the expense of the Credit
Parties). The Credit Parties agree that the Administrative Agent, and its
representatives, may conduct an annual audit of the Collateral, at the expense
of the Credit Parties.

         7.9      FINANCIAL COVENANTS.

                  (a) Senior Leverage Ratio. The Senior Leverage Ratio, as of
         the last day of each fiscal quarter of the Consolidated Parties set
         forth below, shall be less than or equal to:

<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31             MARCH 31              JUNE 30
<S>                                 <C>                   <C>                   <C>                  <C>
                  2002                   NA               2.50 to 1.00          2.50 to 1.00         2.50 to 1.00
                  2003              2.50 to 1.00          2.50 to 1.00          2.50 to 1.00         2.50 to 1.00
                  2004              2.50 to 1.00          2.50 to 1.00          2.50 to 1.00         2.25 to 1.00
                  2005              2.25 to 1.00          2.25 to 1.00          2.25 to 1.00         2.00 to 1.00
</TABLE>


                                       84
<PAGE>
<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31             MARCH 31              JUNE 30
<S>                                 <C>                   <C>                   <C>                  <C>
                  2006              2.00 to 1.00          2.00 to 1.00          2.00 to 1.00         1.75 to 1.00
                  2007              1.75 to 1.00          1.75 to 1.00          1.75 to 1.00         1.75 to 1.00
                  2008              1.75 to 1.00          1.75 to 1.00          1.75 to 1.00         1.50 to 1.00
               THEREAFTER           1.50 to 1.00          1.50 to 1.00          1.50 to 1.00         1.50 to 1.00
</TABLE>

                  (b) Total Leverage Ratio. The Total Leverage Ratio, as of the
         last day of each fiscal quarter of the Consolidated Parties set forth
         below, shall be less than or equal to:

<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31           MARCH 31              JUNE 30
<S>                                 <C>                  <C>                  <C>                  <C>
                  2002                   NA              5.10 to 1.00         5.10 to 1.00         5.10 to 1.00
                  2003              5.00 to 1.00         5.00 to 1.00         4.90 to 1.00         4.75 to 1.00
                  2004              4.75 to 1.00         4.75 to 1.00         4.75 to 1.00         4.50 to 1.00
                  2005              4.50 to 1.00         4.50 to 1.00         4.50 to 1.00         4.25 to 1.00
                  2006              4.25 to 1.00         4.25 to 1.00         4.25 to 1.00         4.00 to 1.00
                  2007              4.00 to 1.00         4.00 to 1.00         4.00 to 1.00         3.75 to 1.00
                  2008              3.75 to 1.00         3.75 to 1.00         3.75 to 1.00         3.50 to 1.00
               THEREAFTER           3.50 to 1.00         3.50 to 1.00         3.50 to 1.00         3.50 to 1.00
</TABLE>

                  (c) Interest Coverage Ratio. The Interest Coverage Ratio, as
         of the last day of each fiscal quarter of the Consolidated Parties set
         forth below, shall be greater than or equal to:

<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31           MARCH 31              JUNE 30
<S>                                 <C>                  <C>                  <C>                  <C>
                  2002                   NA              2.00 to 1.00         2.00 to 1.00         2.00 to 1.00
                  2003              2.00 to 1.00         2.00 to 1.00         2.10 to 1.00         2.10 to 1.00
                  2004              2.10 to 1.00         2.10 to 1.00         2.20 to 1.00         2.25 to 1.00
                  2005              2.25 to 1.00         2.25 to 1.00         2.25 to 1.00         2.25 to 1.00
                  2006              2.25 to 1.00         2.25 to 1.00         2.25 to 1.00         2.50 to 1.00
                  2007              2.50 to 1.00         2.50 to 1.00         2.50 to 1.00         2.50 to 1.00
               THEREAFTER           2.75 to 1.00         2.75 to 1.00         2.75 to 1.00         2.75 to 1.00
</TABLE>

                  (d) Fixed Charge Coverage Ratio. The Fixed Charge Coverage
         Ratio, as of the last day of each fiscal quarter of the Consolidated
         Parties set forth below, shall be greater than or equal to:

<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31           MARCH 31              JUNE 30
<S>                                 <C>                  <C>                  <C>                  <C>
                  2002                   NA              1.10 to 1.00         1.10 to 1.00         1.10 to 1.00
                  2003              1.10 to 1.00         1.10 to 1.00         1.10 to 1.00         1.10 to 1.00
</TABLE>


                                       85
<PAGE>
<TABLE>
<CAPTION>
              FISCAL YEAR           SEPTEMBER 30          DECEMBER 31             MARCH 31              JUNE 30
<S>                                 <C>                  <C>                  <C>                  <C>
                  2004              1.15 to 1.00         1.15 to 1.00         1.15 to 1.00         1.20 to 1.00
                  2005              1.20 to 1.00         1.20 to 1.00         1.20 to 1.00         1.20 to 1.00
                  2006              1.20 to 1.00         1.20 to 1.00         1.20 to 1.00         1.25 to 1.00
               THEREAFTER           1.25 to 1.00         1.25 to 1.00         1.25 to 1.00         1.25 to 1.00
</TABLE>

         7.10     NEW SUBSIDIARIES.

         As soon as practicable and in any event within 30 days after (a) any
Person becomes a direct or indirect Subsidiary of any Credit Party, (b) any
Joint Venture becomes a Wholly Owned Subsidiary or (c) any direct or indirect
Subsidiary of any Credit Party guarantees the Borrower's obligations under any
Subordinated Indebtedness, the Credit Parties shall (i) provide the
Administrative Agent with written notice thereof and (ii) in the case of any
such Person which (A) is or has become a Domestic Subsidiary that is a Wholly
Owned Subsidiary or (B) has guaranteed the Borrower's obligations under any
Subordinated Indebtedness, cause such Person to: (1) execute a Joinder Agreement
in substantially the same form as Exhibit 7.10, (2) deliver such other
documentation as the Administrative Agent may reasonably request in connection
with the foregoing, including, without limitation, items of the types required
to be delivered pursuant to Section 5.1(b), (c) and (d) and Section 7.15 with
respect to a Person of such type, all in form, content and scope reasonably
satisfactory to the Administrative Agent and (3) otherwise comply with Section
7.11 in respect of such Person.

         7.11     PLEDGED ASSETS.

         Each Credit Party will (i) cause all of its owned and leased real and
personal Property other than Excluded Property to be subject at all times to
first priority, perfected and, in the case of real Property (whether leased or
owned), title insured Liens in favor of the Administrative Agent to secure the
Credit Party Obligations pursuant to the terms and conditions of the Collateral
Documents or, with respect to any such Property acquired subsequent to the
Closing Date, such other additional security documents as the Administrative
Agent shall reasonably request, subject in any case to Permitted Liens and (ii)
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, real estate title insurance policies,
surveys, environmental reports, landlord's waivers, certified resolutions and
other organizational and authorizing documents of such Person, favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Administrative Agent's Liens
thereunder) and other items of the types required to be delivered pursuant to
Section 5.1(d) and Section 7.15, all in form, content and scope reasonably
satisfactory to the Administrative Agent. Without limiting the generality of the
above, the Credit Parties will cause

         (A)      100% of the issued and outstanding Capital Stock in the
                  Borrower,

         (B)      100% of the issued and outstanding Capital Stock in each
                  Wholly Owned Subsidiary which is not a Foreign Subsidiary,


                                       86
<PAGE>
         (C)      to the extent permitted under such Person's organizational or
                  governing documents, all of the issued and outstanding Capital
                  Stock owned by the Credit Parties in each Joint Venture which
                  is not an Unrestricted Joint Venture,

         (D)      all of the loan and security documents required by Section
                  7.13 and relating to Indebtedness owing by any Joint Venture
                  to any Credit Party, and

         (E)      65% (or such greater percentage that, due to a change in an
                  applicable Requirement of Law after the date hereof, (1) could
                  not reasonably be expected to cause the undistributed earnings
                  of such Foreign Subsidiary as determined for United States
                  federal income tax purposes to be treated as a deemed dividend
                  to such Foreign Subsidiary's United States parent and (2)
                  could not reasonably be expected to cause any material adverse
                  tax consequences) of the issued and outstanding Capital Stock
                  entitled to vote (within the meaning of Treas. Reg. Section
                  1.956-2(c)(2)) and 100% of the issued and outstanding Capital
                  Stock not entitled to vote (within the meaning of Treas. Reg.
                  Section 1.956-2(c)(2)) (but in any event not to exceed 80% of
                  the aggregate value of the Capital Stock of any Foreign
                  Subsidiary) in each Foreign Subsidiary directly owned by the
                  Borrower or any Domestic Subsidiary,

to be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the Collateral
Documents or such other security documents as the Administrative Agent shall
reasonably request.

         7.12     INTEREST RATE MANAGEMENT.

         The Credit Parties shall at all times cause at least 40% of total
Funded Indebtedness of the Consolidated Parties to bear interest at a fixed rate
of interest.

         7.13     INTERCOMPANY INDEBTEDNESS OF JOINT VENTURES.

         The Credit Parties shall (i) cause (A) to the extent possible through
the exercise of commercially reasonable efforts by the Credit Parties, all
advances, loans and other extensions of credit to any Joint Venture set forth on
Schedule 8.6 and (B) all advances, loans and other extensions of credit to any
Joint Venture (other than such extensions of credit for working capital not to
exceed $300,000 which are required to be made to InSight Providence Ventures
PET, LLC in connection with the formation thereof) made on or after the Closing
Date, to be (1) evidenced and governed by such promissory notes and other
definitive loan documentation as the Administrative Agent shall reasonably
request and (2) fully secured by first priority, perfected Liens on Property of
such Person on terms reasonably satisfactory to the Administrative Agent (which
loan documentation and related collateral and collateral documentation shall, by
the terms thereof, be fully assignable to the Administrative Agent) and (ii)
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, all in form, content and scope
reasonably satisfactory to the Administrative Agent, including, without
limitation, (A) appropriate UCC-1 financing statements, (B) landlord's waivers,
(C) certified resolutions and other organizational and authorizing documents of
the applicable Joint Ventures, and (D) in the case of advances, loans and/or
other extensions of credit to any single Joint Venture in excess of $250,000 in
the aggregate or in excess of $1,000,000 in the aggregate to all Joint


                                       87
<PAGE>
Ventures collectively, favorable opinions of counsel to such Joint Ventures
covering the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the applicable Credit
Party's Liens thereunder.

         7.14     UPSTREAMING OF INCOME FROM JOINT VENTURES.

         The Credit Parties will cause each Joint Venture that is not an
Unrestricted Joint Venture to distribute to the Credit Parties from time to time
(but in any event at least annually) the Credit Parties' ratable share of the
cash flow available from operations (net of cash expenses) of such Joint
Venture.

         7.15     FURTHER ASSURANCES.

         Within ninety (90) days after the Closing Date (or such later date as
the Administrative Agent shall reasonably determine), the Administrative Agent
shall have received, in form and substance reasonably satisfactory to the
Administrative Agent:

                  (a) fully executed and notarized mortgages, deeds of trust or
         deeds to secure debt (each, as the same may be amended, modified,
         restated or supplemented from time to time, a "Mortgage Instrument" and
         collectively the "Mortgage Instruments") encumbering the fee interest
         and/or leasehold interest of any Credit Party in each of the Real
         Properties designated in Schedule 6.20(a) which are not identified on
         such Schedule as "Excluded Properties" (each a "Mortgaged Property" and
         collectively the "Mortgaged Properties");

                  (b) in the case of each leasehold Mortgaged Property, (i) such
         estoppel letters, consents and waivers from the landlords on such
         Mortgaged Property as may be obtained by the Credit Parties using
         commercially reasonable efforts, which estoppel letters shall be in the
         form and substance reasonably satisfactory to the Administrative Agent
         and (ii) evidence that the applicable lease, a memorandum of lease with
         respect thereto, or other evidence of such lease in form and substance
         reasonably satisfactory to the Administrative Agent, has been or will
         be recorded in all places to the extent necessary to enable the
         Mortgage Instrument encumbering such leasehold interest to effectively
         create a valid and enforceable first priority lien (subject to
         Permitted Liens) on such leasehold interest in favor of the
         Administrative Agent (or such other Person as may be required or
         desired under local law) for the benefit of Lenders;

                  (c) maps or plats of an as-built survey of each owned
         Mortgaged Property certified to the Administrative Agent and the title
         insurance company issuing the policies referred to in Section 7.15(d)
         (the "Title Insurance Company") in a manner reasonably satisfactory to
         each of the Administrative Agent and the Title Insurance Company, dated
         a date reasonably satisfactory to each of the Administrative Agent and
         the Title Insurance Company by an independent professional licensed
         land surveyor, which maps or plats and the surveys on which they are
         based shall be in form and content reasonably satisfactory to the
         Administrative Agent and be made in accordance with the Minimum
         Standard Detail Requirements for Land Title Surveys jointly established
         and adopted by the American Land Title Association and the American
         Congress on Surveying and


                                       88
<PAGE>
         Mapping in 1997 with all items from Table A thereof completed, except
         for Nos. 5 and 12;

                  (d) ALTA mortgagee title insurance policies issued by Chicago
         Title Insurance Company (the "Mortgage Policies"), in amounts not less
         than the respective amounts designated in Schedule 6.20(a) with respect
         to any particular Mortgaged Property, assuring the Administrative Agent
         that each of the Mortgage Instruments creates a valid and enforceable
         first priority mortgage lien on the applicable Mortgaged Property, free
         and clear of all defects and encumbrances except Permitted Liens and
         standard exceptions and exclusions from coverage (as modified by the
         terms of any endorsements), which Mortgage Policies shall otherwise be
         in form and substance reasonably satisfactory to the Administrative
         Agent and shall include such endorsements as are reasonably requested
         by the Administrative Agent;

                  (viii) evidence as to (i) whether any Mortgaged Property is in
         an area designated by the Federal Emergency Management Agency as having
         special flood or mud slide hazards (a "Flood Hazard Property") and (ii)
         if any Mortgaged Property is a Flood Hazard Property, (A) the
         applicable Credit Party's written acknowledgment of receipt of written
         notification from the Administrative Agent (1) as to the fact that such
         Mortgaged Property is a Flood Hazard Property and (2) as to whether the
         community in which each such Flood Hazard Property is located is
         participating in the National Flood Insurance Program and (B) copies of
         insurance policies or certificates of insurance of the Consolidated
         Parties evidencing flood insurance reasonably satisfactory to the
         Administrative Agent and naming the Administrative Agent as sole loss
         payee on behalf of the Lenders;

                  (ix) a legal opinion of special local counsel for the Credit
         Parties for each state in which any Mortgaged Property is located; and

                  (x) in the case of any personal property Collateral located at
         a premises leased by a Credit Party, such estoppel letters, consents
         and waivers from the landlords on such real property as may be obtained
         by the Credit Parties using commercially reasonable efforts.



                                    SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that until such time as
this Credit Agreement has been terminated in accordance with the terms of
Section 11.13:

         8.1      INDEBTEDNESS.

         The Credit Parties will not permit any Consolidated Party to contract,
create, incur, assume or permit to exist any Indebtedness, except:


                                       89
<PAGE>
                  (a) Indebtedness arising under this Credit Agreement and the
         other Credit Documents;

                  (b) Indebtedness set forth in Schedule 8.1(b) (and renewals,
         replacements, refinancings and extensions thereof on terms and
         conditions that, taken as a whole, are no less favorable to such Person
         than such existing Indebtedness, provided that no such Indebtedness
         shall be refinanced for a principal amount in excess of the principal
         balance outstanding thereon at the time of such refinancing (plus
         premiums, accrued interest and costs of refinancing));

                  (c) (i) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) (A) hereafter incurred
         by the Borrower or any of its Restricted Subsidiaries to finance the
         purchase of fixed assets or (B) assumed or acquired by the Borrower and
         its Restricted Subsidiaries in connection with any transaction
         otherwise permitted by this Credit Agreement, (ii) unsecured
         Indebtedness assumed by the Borrower and its Restricted Subsidiaries in
         connection with a Permitted Acquisition and (iii) unsecured
         Indebtedness (in addition to Indebtedness permitted pursuant to Section
         8.1(f)) of the Borrower issued to the seller to pay a portion of the
         purchase price for any Person or Property acquired in a Permitted
         Acquisition, provided that (A) the aggregate principal amount of all
         such Indebtedness for all such Persons shall not exceed at any one time
         outstanding (1) during the period from the Closing Date through and
         including March 31, 2005, $40,000,000 and (2) at any time thereafter,
         $60,000,000; (B) the aggregate principal amount of all such
         Indebtedness for all such Persons that are Joint Ventures shall not
         exceed at any one time outstanding (1) during the period from the
         Closing Date through and including March 31, 2005, $10,000,000, and (2)
         at any time thereafter, $15,000,000; (C) such Indebtedness when
         incurred shall not exceed the purchase price of the asset(s) financed;
         and (D) no such Indebtedness shall be refinanced for a principal amount
         in excess of the principal balance outstanding thereon at the time of
         such refinancing (plus premiums, accrued interest and costs of
         refinancing);

                  (d) obligations of the Borrower in respect of Hedging
         Agreements entered into in order to manage existing or anticipated
         interest rate or exchange rate risks and not for speculative purposes;

                  (e) intercompany Indebtedness and Guaranty Obligations
         permitted under Section 8.6;

                  (f) unsecured Subordinated Indebtedness of the Borrower to the
         seller issued to pay a portion of the purchase price for any Person or
         Property acquired in a Permitted Acquisition;

                  (g) unsecured Indebtedness of the Borrower subordinated to the
         Credit Party Obligations on the terms set forth in Schedule 8.1(g);

                  (h) unsecured Subordinated Indebtedness of the Borrower issued
         pursuant to the Subordinated Note Purchase Agreement on the Closing
         Date (and any Subordinated Indebtedness issued in exchange for the
         Subordinated Notes, including the Subordinated Remarketed Notes and any
         notes issued for the Subordinated Remarketed Notes on identical


                                       90
<PAGE>
         terms pursuant to the registration rights agreement attached as an
         exhibit to the Subordinated Note Purchase Agreement), and Guaranty
         Obligations of any Guarantor with respect thereto, in an aggregate
         principal amount not to exceed $200,000,000 (together with any
         accumulated, pay-in-kind or capitalized interest thereon);

                  (i) other unsecured Subordinated Indebtedness of the Borrower,
         and Guaranty Obligations of any Guarantor with respect thereto
         (including Indebtedness issued pursuant to the Subordinated Note
         Purchase Agreement or the Subordinated Note Indenture after the Closing
         Date), provided that (i) the Borrower shall have delivered to the
         Administrative Agent a Pro Forma Compliance Certificate demonstrating
         that, upon giving effect on a Pro Forma Basis to the incurrence of such
         Indebtedness and to the concurrent retirement of any other Indebtedness
         of any Consolidated Party, the Credit Parties would be in compliance
         with the financial covenants set forth in Section 7.9(a)-(c) and (ii)
         the aggregate principal amount of such Indebtedness (together with any
         accumulated, pay-in-kind or capitalized interest thereon) shall not
         exceed $100,000,000 at any time outstanding; and

                  (j) other unsecured Indebtedness hereafter incurred by the
         Borrower or any Guarantor provided that (i) the loan documentation with
         respect to such Indebtedness shall not contain covenants or default
         provisions relating to any Consolidated Party that are more restrictive
         than the covenants and default provisions contained in the Credit
         Documents, (ii) the Borrower shall have delivered to the Administrative
         Agent a Pro Forma Compliance Certificate demonstrating that, upon
         giving effect on a Pro Forma Basis to the incurrence of such
         Indebtedness and to the concurrent retirement of any other Indebtedness
         of any Consolidated Party, the Credit Parties would be in compliance
         with the financial covenants set forth in Section 7.9(a)-(c) and (iii)
         the aggregate principal amount of such Indebtedness shall not exceed at
         any one time outstanding (A) during the period from the Closing Date
         through and including March 31, 2005, $10,000,000 and (B) at any time
         thereafter, $15,000,000.

         8.2      LIENS.

         The Credit Parties will not permit any Consolidated Party to contract,
create, incur, assume or permit to exist any Lien with respect to any of its
Property, whether now owned or hereafter acquired, except for:

                  (a) Liens in favor of the Administrative Agent to secure the
         Credit Party Obligations;

                  (b) Liens (other than Liens created or imposed under ERISA)
         for taxes, assessments or governmental charges or levies not yet due
         and payable or delinquent or Liens for taxes being contested in good
         faith by appropriate proceedings in a manner which stays enforcement
         thereof for which adequate reserves determined in accordance with GAAP
         have been established;

                  (c) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business (other


                                       91
<PAGE>
         than with respect to obligations for the payment of borrowed money),
         provided that such Liens secure only amounts not more than 30 days past
         due and payable or, if due and payable, are unfiled and no other action
         has been taken to enforce the same or are being contested in good faith
         by appropriate proceedings in a manner which stays enforcement thereof
         for which adequate reserves determined in accordance with GAAP have
         been established;

                  (d) Liens (other than Liens created or imposed under ERISA)
         incurred or deposits made by any Consolidated Party in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, or to secure
         the performance of tenders, statutory obligations, bids, leases,
         government contracts, performance and return-of-money bonds and other
         similar obligations (exclusive of obligations for the payment of
         borrowed money);

                  (e) Liens in connection with any judgment which is not the
         basis for the existence of an Event of Default pursuant to Section
         9.1(h);

                  (f) easements, rights-of-way, restrictions (including zoning
         restrictions), minor defects or irregularities in title and other
         similar charges or encumbrances not, in any material respect, impairing
         the value or use of the encumbered Property for its intended purposes;

                  (g) Liens on Property of any Person securing purchase money
         Indebtedness (including Capital Leases and Synthetic Leases) of such
         Person permitted under Section 8.1(c)(i), provided that any such Lien
         attaches to such Property concurrently with or within 90 days after the
         acquisition thereof and secures only the repayment of such purchase
         money Indebtedness (including Capital Leases and Synthetic Leases);

                  (h) any interest of title of a lessor under, and Liens arising
         from UCC financing statements (or equivalent filings, registrations or
         agreements in foreign jurisdictions) relating to, leases permitted by
         this Credit Agreement;

                  (i) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of customs duties in connection
         with the importation of goods;

                  (j) Liens deemed to exist in connection with Investments in
         repurchase agreements permitted under Section 8.6;

                  (k) normal and customary rights of setoff upon deposits of
         cash in favor of banks or other depository institutions;

                  (l) Liens of a collection bank arising under Section 4-210 of
         the Uniform Commercial Code on items in the course of collection;

                  (m) Liens of sellers of goods to the Borrower and any of its
         Restricted Subsidiaries arising under Article 2 of the Uniform
         Commercial Code or similar provisions of applicable law in the ordinary
         course of business, covering only the goods sold and securing only the
         unpaid purchase price for such goods and related expenses;


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                  (n) any interest of title of a buyer in connection with, and
         Liens arising from UCC financing statements relating to, a sale of
         receivables permitted by this Credit Agreement;

                  (o) Liens in favor of any Credit Party to secure intercompany
         Indebtedness and Guaranty Obligations permitted under Section 8.6;

                  (p) to the extent constituting a Lien, Retained Rights; and

                  (q) Liens existing as of the Closing Date and set forth on
         Schedule 8.2 (and renewals, replacements, refinancings and extensions
         thereof to the extent permitted under Section 8.1), provided that no
         such Lien shall at any time be extended to or cover any Property other
         than the Property subject thereto on the Closing Date.

         8.3      NATURE OF BUSINESS.

         The Credit Parties will not permit any Consolidated Party to
substantially alter the character or conduct of the business conducted by such
Person as of the Closing Date.

         8.4      CONSOLIDATION, MERGER, DISSOLUTION, ETC.

         Except for the Transaction and in connection with a Permitted Asset
Disposition or a Qualifying IPO, the Credit Parties will not permit any
Consolidated Party to enter into any transaction of merger or consolidation or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); provided that, notwithstanding the foregoing provisions of this
Section 8.4 but subject to the terms of Sections 7.10 and 7.11, (a) the Borrower
may be merged or consolidated with or into any of its Restricted Subsidiaries
provided that the Borrower shall be the continuing or surviving corporation, (b)
any Credit Party other than the Parent or the Borrower may be merged or
consolidated with or into any other Credit Party other than the Parent or the
Borrower, (c) any Consolidated Party which is not a Credit Party may be merged
or consolidated with or into any Credit Party other than the Parent provided
that such Credit Party shall be the continuing or surviving corporation, (d) any
Consolidated Party which is not a Credit Party may be merged or consolidated
with or into any other Consolidated Party which is not a Credit Party, (e) any
Restricted Subsidiary of the Borrower may be merged or consolidated with or into
any Person that is not a Credit Party in connection with an Asset Disposition
permitted under Section 8.5, (f) the Borrower or any Restricted Subsidiary of
the Borrower may be merged or consolidated with or into any Person other than a
Consolidated Party in connection with a Permitted Acquisition provided that, if
such transaction involves the Borrower, the Borrower shall be the continuing or
surviving corporation and (g) any Restricted Subsidiary may dissolve, liquidate
or wind up its affairs at any time provided that such dissolution, liquidation
or winding up, as applicable, could not reasonably be expected to have a
Material Adverse Effect.

         8.5      ASSET DISPOSITIONS.

         The Credit Parties will not permit any Consolidated Party to make any
Asset Disposition other than an Excluded Asset Disposition unless (a) the
consideration paid in connection therewith shall be (i) at least 75% cash or
Cash Equivalents, (ii) received by the applicable Consolidated


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Parties contemporaneously with the consummation of such Asset Disposition and
(iii) in an amount not less than the fair market value of the Property disposed
of, (b) such transaction does not involve the sale or other disposition of a
minority equity interest in any Consolidated Party other than a Joint Venture,
(c) such transaction does not involve a sale or other disposition of receivables
other than receivables owned by or attributable to other Property concurrently
being disposed of in a transaction otherwise permitted under this Section 8.5,
(d) if the book value of the assets disposed of pursuant to such Asset
Disposition exceeds $1,000,000, the Borrower shall have delivered to the
Administrative Agent no later than five (5) Business Days prior to such Asset
Disposition (i) a Pro Forma Compliance Certificate demonstrating that, upon
giving effect on a Pro Forma Basis to such transaction, the Credit Parties would
be in compliance with the financial covenants set forth in Section 7.9(a)-(c)
and (ii) a certificate of an Executive Officer of the Borrower specifying the
anticipated date of such Asset Disposition, briefly describing the assets to be
sold or otherwise disposed of and setting forth the net book value of such
assets, the aggregate consideration and the Net Cash Proceeds to be received for
such assets in connection with such Asset Disposition, (e) no Default or Event
of Default exists, and (f) the Credit Parties shall, within the Application
Period, apply (or cause to be applied) an amount equal to the Net Cash Proceeds
of such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the
Loans (and cash collateralize LOC Obligations) in accordance with the terms of
Section 3.3(b)(iii)(A). Pending final application of the Net Cash Proceeds of
any Asset Disposition, the Consolidated Parties may apply such Net Cash Proceeds
to temporarily reduce the Revolving Loans or to make Investments in Cash
Equivalents.

         Upon a sale of assets or the sale of Capital Stock of a Consolidated
Party permitted by this Section 8.5, the Administrative Agent shall (to the
extent applicable) deliver to the Credit Parties, upon the Credit Parties'
request and at the Credit Parties' expense, such documentation as is reasonably
necessary to evidence the release of the Administrative Agent's security
interest, if any, in such assets or Capital Stock, including, without
limitation, amendments or terminations of UCC financing statements, if any, the
return of stock certificates, if any, and the release of such Consolidated Party
from all of its obligations, if any, under the Credit Documents.

         8.6      INVESTMENTS.

         The Credit Parties will not permit any Consolidated Party to make any
Investments, except for:

                  (a) Investments consisting of cash and Cash Equivalents;

                  (b) Investments consisting of accounts receivable created,
         acquired or made by any Consolidated Party in the ordinary course of
         business;

                  (c) Investments consisting of Capital Stock, obligations,
         securities or other property received by any Consolidated Party in
         settlement of accounts receivable (created in the ordinary course of
         business);

                  (d) Investments made prior to and existing as of the Closing
         Date and, if such Investments consist of any deposit with, or advance,
         loan or other extension of credit to, another Person (other than
         deposits made in the ordinary course of business), are set forth in
         Schedule 8.6;


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                  (e) Investments consisting of advances, loans and/or other
         extensions of credit to officers, directors and employees of the
         Borrower or any of its Restricted Subsidiaries made (i) in the ordinary
         course of business in an amount not to exceed $500,000 in the aggregate
         at any one time outstanding or (ii) in connection with the purchase by
         such Persons of Capital Stock of the Parent so long as the cash
         proceeds of such purchase received by the Parent are contemporaneously
         remitted by the Parent to the Borrower as a capital contribution;

                  (f) Investments in any Person other than the Parent which is a
         Credit Party (including any Joint Venture which is a Credit Party)
         prior to giving effect to such Investment;

                  (g) Investments made after the Closing Date in Joint Ventures
         which are not Credit Parties (including any such Investment which
         involves or constitutes a Permitted Acquisition) in an aggregate
         principal amount (to the extent not financed with the proceeds of any
         Equity Issuance by any Consolidated Party to any of the Sponsors or the
         Related Parties in connection with such Investments) not to exceed at
         any time outstanding an amount equal to:

                           (i) (A) $65,000,000

                  plus

                           (ii) an amount equal to the sum, without duplication,
                  of (A) all repayments and returns (other than payments of
                  principal on advances, loans and/or other extensions of
                  credit) to Credit Parties after the Closing Date of principal
                  or capital on Investments in Joint Ventures permitted pursuant
                  to this clause (g) or Section 8.6(d), plus (B) all payments to
                  Credit Parties after the Closing Date of interest and fees in
                  respect of advances, loans and/or other extensions of credit
                  to Joint Ventures permitted pursuant to this clause (g) or
                  Section 8.6(d), plus (C) all payments to Credit Parties after
                  the Closing Date of principal on advances, loans and/or other
                  extensions of credit to Joint Ventures permitted pursuant to
                  Section 8.6(d), plus (D) the principal balance of all
                  advances, loans and/or other extensions of credit to any Joint
                  Venture which is outstanding at such time as such Joint
                  Venture becomes a Wholly Owned Subsidiary, but only to the
                  extent that such advances, loans and/or other extensions of
                  credit are set forth in Schedule 8.6, plus (E) all other
                  dividends, payments or distributions (other than payments of
                  principal on advances, loans and/or other extensions of credit
                  to Joint Ventures permitted pursuant to this clause (g) or
                  Section 8.6(d)) to Credit Parties after the Closing Date in
                  respect of Investments in Joint Ventures permitted pursuant to
                  this clause (g), in the case of each of clauses (A), (B), (C),
                  (D) and (E) above, to the extent paid in cash or Cash
                  Equivalents (or, in respect of clause (A) with respect to an
                  Investment made with Property other than cash, upon return of
                  such Property, to the extent of an amount equal to the lesser
                  of the book value of such Property at the time of such
                  Investment or the fair market value of such Property at the
                  time of such return) to the Credit Parties after the Closing
                  Date plus (E) the Net Cash Proceeds received


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                  by Credit Parties after the Closing Date from any Asset
                  Disposition involving the Capital Stock of Joint Ventures;

         provided, however, notwithstanding the foregoing provisions of this
         clause (g), that Investments made after the Closing Date in
         Unrestricted Joint Ventures (including any such Investment which
         involves or constitutes a Permitted Acquisition), shall not exceed an
         aggregate principal amount at any time outstanding equal to:

                           (i) (A) $5,000,000

                  plus

                           (ii) an amount equal to the sum, without duplication,
                  of (A) all repayments and returns (other than payments of
                  principal on advances, loans and/or other extensions of
                  credit) to Credit Parties after the Closing Date of principal
                  or capital on Investments in Unrestricted Joint Ventures
                  permitted pursuant to this clause (g), plus (B) all payments
                  to Credit Parties after the Closing Date of interest and fees
                  in respect of advances, loans and/or other extensions of
                  credit to Unrestricted Joint Ventures permitted pursuant to
                  this clause (g) or Section 8.6(d), plus (C) all payments to
                  Credit Parties after the Closing Date of principal on
                  advances, loans and/or other extensions of credit to
                  Unrestricted Joint Ventures permitted pursuant to Section
                  8.6(d), plus (D) the principal balance of all advances, loans
                  and/or other extensions of credit to any Unrestricted Joint
                  Venture which is outstanding at such time as such Unrestricted
                  Joint Venture becomes a Wholly Owned Subsidiary, but only to
                  the extent that such advances, loans and/or other extensions
                  of credit are set forth in Schedule 8.6, plus (E) all other
                  dividends, payments or distributions (other than payments of
                  principal on advances, loans and/or other extensions of credit
                  to Unrestricted Joint Ventures permitted pursuant to this
                  clause (g) or Section 8.6(d)) to Credit Parties after the
                  Closing Date in respect of Investments in Unrestricted Joint
                  Ventures permitted pursuant to this clause (g) or Section
                  8.6(d), in the case of each of clauses (A), (B), (C), (D) and
                  (E) above, to the extent paid in cash or Cash Equivalents (or,
                  in respect of clause (A) with respect to an Investment made
                  with Property other than cash, upon return of such Property,
                  to the extent of an amount equal to the lesser of the book
                  value of such Property at the time of such Investment or the
                  fair market value of such Property at the time of such return)
                  to the Credit Parties after the Closing Date plus (E) the Net
                  Cash Proceeds received by Credit Parties after the Closing
                  Date from any Asset Disposition involving the Capital Stock of
                  Unrestricted Joint Ventures;

         provided further, however, that (i) all Investments in Joint Ventures
         made for the purpose of financing working capital or capital
         expenditures and (ii) to the extent possible through the exercise of
         commercially reasonable efforts by the Credit Parties, all other
         Investments in Joint Ventures (including any such Investment which
         involves or constitutes a Permitted Acquisition), shall be made in the
         form of a loan or loans evidenced, governed and secured by loan and
         security documents of the type described in Section 7.13;


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                  (h) any Eligible Reinvestment of the proceeds of any
         Involuntary Disposition as contemplated by Section 7.6(b) or of any
         Asset Disposition as contemplated by Section 8.5(f); or

                  (i) Investments consisting of an Acquisition by the Borrower
         or any Restricted Subsidiary of the Borrower, provided that (i) the
         Property acquired (or the Property of the Person acquired) in such
         Acquisition is used or useful in the same or a similar line of business
         as the Borrower and its Restricted Subsidiaries were engaged in on the
         Closing Date (or any reasonable extensions or expansions thereof), (ii)
         the Administrative Agent shall have received all items in respect of
         the Capital Stock or Property acquired in such Acquisition required to
         be delivered by the terms of Section 7.10 and/or Section 7.11, (iii) in
         the case of an Acquisition of the Capital Stock of another Person, the
         board of directors (or other comparable governing body) of such other
         Person shall have duly approved such Acquisition, (iv) the Borrower
         shall have delivered to the Administrative Agent (A) a Pro Forma
         Compliance Certificate demonstrating that, upon giving effect to such
         Acquisition (and the incurrence or assumption of any Indebtedness by
         the Credit Parties (including the acquired Person or Property) in
         connection therewith) on a Pro Forma Basis, the Credit Parties would be
         in compliance with the financial covenants set forth in Section
         7.9(a)-(c) and (B) a certificate of an Executive Officer of the
         Borrower (1) demonstrating that, upon giving effect to such
         Acquisition, at least 80% of Consolidated EBITDA for the most recently
         ended fiscal year period for each of the Consolidated Parties and the
         acquired Person or Property preceding the date of such Acquisition with
         respect to which the Administrative Agent shall have received the
         Required Financial Information has been audited in accordance with
         GAAP, in the case of the Borrower, as required by Section 7.1(a) and,
         in the case of the acquired Person or Property, by an independent
         certified public accountants of recognized national standing reasonably
         acceptable to the Administrative Agent (whose opinion shall not be
         limited as to the scope or qualified as to going concern status or any
         other material qualifications or exceptions) and (2) to the extent that
         audited financial information for the acquired Person or Property is
         required under the terms of the foregoing clause (1), certifying that
         the quarterly financial statements with respect to the Person or
         Property acquired for each fiscal quarter period ending after the date
         of the last audit and immediately prior to the date of such Acquisition
         have been prepared in accordance with GAAP (subject to audit
         adjustments and the absence of footnotes) and reviewed by independent
         certified public accountants of recognized national standing reasonably
         acceptable to the Administrative Agent, (v) the representations and
         warranties made by the Credit Parties in any Credit Document shall be
         true and correct in all material respects at and as if made as of the
         date of such Acquisition (after giving effect thereto) except to the
         extent such representations and warranties expressly relate to an
         earlier date which shall be true and correct as of such earlier date,
         (vi) after giving effect to such Acquisition, there shall be at least
         $10,000,000 of availability existing under the Revolving Committed
         Amount, (vii) the aggregate consideration (including cash and non-cash
         consideration, any assumption of Indebtedness, any earn-out payments
         (as reasonably valued by the Borrower), and any proceeds of any Equity
         Issuance by any Consolidated Party to any of the Sponsors or the
         Related Parties in connection with such Acquisition) and any assumption
         of Indebtedness) paid by the Consolidated Parties in respect of any
         single Acquisition shall not exceed (A) $30,000,000, for any such
         Acquisition consummated during the period from the Closing Date until
         the March 31, 2005 and (B) $40,000,000 for any such Acquisition
         consummated thereafter and (viii) the aggregate consideration


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<PAGE>
         (including cash and non-cash consideration, any assumption of
         Indebtedness and any earn-out payments (as reasonably valued by the
         Borrower), but excluding the proceeds of any Equity Issuance by any
         Consolidated Party to any of the Sponsors or the Related Parties in
         connection with such Acquisition) paid by the Consolidated Parties in
         respect of all Acquisitions consummated during any applicable period
         shall not exceed (1) $45,000,000, for the period from the Closing Date
         until the first anniversary of the Closing Date, (2) $45,000,000, for
         the period from the first anniversary of the Closing Date until the
         second anniversary of the Closing Date and (3) $40,000,000, for each
         subsequent 12-month period thereafter beginning on an anniversary of
         the Closing Date and ending on a day immediately preceding an
         anniversary of the Closing Date; provided, however, that for purposes
         of the foregoing clause (viii), to the extent that any portion of the
         aggregate Acquisition consideration limitation (determined without
         giving effect to the operation of this proviso) is not used during any
         applicable 12-month period, such unused available amount may be carried
         forward and used during the next 12-month period only; provided,
         however, that with respect to any applicable 12-month period,
         Acquisitions made during such 12-month period shall be deemed to be
         made first with respect to the applicable limitation for such 12-month
         period and then with respect to any carry-forward from the preceding
         12-month period.

         8.7      RESTRICTED PAYMENTS.

         The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) as permitted by Section 8.6, Section 8.8 or
Section 8.9, (b) Restricted Payments by any Consolidated Party to the Parent for
its proportionate share of the tax liability of the affiliated group of
corporations that file consolidated federal income tax returns (or that file
state or local income tax returns on a consolidated basis), provided that any
refunds received by the Parent attributable to the Borrower or any of its
Subsidiaries shall promptly be returned by the Parent to the Borrower through a
contribution or purchase of common Capital Stock of the Borrower from the
Borrower, (c) Restricted Payments by any Consolidated Party to the Parent in
amounts required for the Parent to pay franchise taxes and other fees required
to maintain its existence and provide for all other customary operating costs of
the Parent to the extent attributable to the ownership and operation of the
Borrower and its Restricted Subsidiaries, including, without limitation, in
respect of director fees and expenses, administrative, legal and accounting
services provided by third parties and other customary costs and expenses
including all costs and expenses with respect to filings with the Securities and
Exchange Commission, (d) Restricted Payments by any Consolidated Party to the
Parent to the extent necessary to enable the payment of management fees
permitted under Section 8.9(f) and (e) the purchase, redemption, acquisition,
cancellation or other retirement for value of shares of Capital Stock of the
Borrower, options on any such shares or related stock appreciation rights or
similar securities, or any dividend, distribution or advance to the Parent for
the purchase, redemption, acquisition, cancellation or other retirement for
value of shares of Capital Stock of the Parent, options on any such shares or
related stock appreciation rights or similar securities, in each case held by
officers, directors or employees or former officers, directors or employees (or
their estates or beneficiaries under their estates) of the Borrower, the Parent
or any Subsidiary of the Borrower, as applicable, or by any employee benefit
plan of the Borrower, the Parent or any Subsidiary of the Borrower, as
applicable, upon death, disability, retirement or termination of employment or
pursuant to the terms of any employee benefit plan or any other agreement under
which such shares of stock or


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related rights were issued; provided that the aggregate amount of cash applied
by the Consolidated Parties for such purchase, redemption, acquisition,
cancellation or other retirement of such shares of Capital Stock of the Borrower
or the Parent after the Closing Date does not exceed $7,500,000 in the aggregate
(excluding for purposes of calculating such amount the aggregate amount received
by any Person in connection with such purchase, redemption, acquisition,
cancellation or other retirement of such shares that is concurrently used to
repay loans permitted to be made to such Person by the Borrower pursuant to
Section 8.6(e)).

         8.8      PREPAYMENT OF OTHER INDEBTEDNESS, ETC.

         The Credit Parties will not permit any Consolidated Party to (a) if any
Default or Event of Default has occurred and is continuing or would be directly
or indirectly caused as a result thereof, (i) amend or modify any of the terms
of any Indebtedness of such Consolidated Party if such amendment or modification
would add or change any terms in a manner adverse to such Consolidated Party, or
shorten the final maturity or average life to maturity or require any payment to
be made sooner than originally scheduled or increase the interest rate
applicable thereto, or (ii) except for the exchange of the Subordinated Notes
for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as
the Subordinated Remarketed Notes registered pursuant to the registration rights
agreement attached as an exhibit to the Subordinated Note Purchase Agreement,
make (or give any notice with respect thereto) any voluntary or optional payment
or prepayment or redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the trustee with
respect thereto before due for the purpose of paying when due), refund,
refinance or exchange of any other Indebtedness of such Consolidated Party, (b)
amend or modify any of the terms of any Subordinated Indebtedness if such
amendment or modification would add or change any terms in a manner adverse to
the Consolidated Parties, or shorten the final maturity or average life to
maturity thereof or require any payment to be made sooner than originally
scheduled or increase the interest rate applicable thereto or change any
subordination provision thereof, (c) make interest payments (including payment
of accrued interest and premium, if any, payable in connection with a redemption
of any Subordinated Indebtedness permitted under this Section 8.8) or any other
payments in respect of any Subordinated Indebtedness in violation of the
subordination provisions of the documents evidencing or governing such
Subordinated Indebtedness or (d) except for the exchange of the Subordinated
Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical
terms as the Subordinated Remarketed Notes registered pursuant to the
registration rights agreement attached as an exhibit to the Subordinated Note
Purchase Agreement, make (or give any notice with respect thereto) any voluntary
or optional payment or prepayment, redemption, acquisition for value or
defeasance of (including without limitation, by way of depositing money or
securities with the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange of any Subordinated
Indebtedness.

         8.9      TRANSACTIONS WITH INSIDERS.

         The Credit Parties will not permit any Consolidated Party to enter into
or permit to exist any transaction or series of transactions with any Executive
Officer, director or Affiliate of such Person other than (a) advances of working
capital to any Credit Party other than the Parent, (b) transfers of cash and
assets to any Credit Party other than the Parent, (c) intercompany transactions
not prohibited by Section 8.1, Section 8.2, Section 8.4, Section 8.5, Section
8.6 or Section 8.7, (d) normal compensation and reimbursement of expenses of
officers and directors, (e) Equity


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Issuances to Affiliates, (f) so long as no Event of Default under Section 9.1(a)
is in existence, the payment of fees of the Sponsors contemplated by the
Management Agreement in an aggregate amount not to exceed $500,000 during any
fiscal year of the Borrower, (g) the transactions set forth on Schedule 8.9 (and
renewals or replacements thereof on terms, in each case taken as a whole, not
more disadvantageous to the applicable Consolidated Parties) and (h) except as
otherwise specifically limited in this Credit Agreement, other transactions
which are entered into in the ordinary course of such Person's business on terms
and conditions substantially as favorable to such Person as would be obtainable
by it in a comparable arms-length transaction with a Person other than an
Executive Officer, director or Affiliate.

         8.10     FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

         The Credit Parties will not permit any Consolidated Party to (i) change
its fiscal year or (ii) if the effect thereof could reasonably be expected to
have a Material Adverse Effect, amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other similar document).

         8.11     LIMITATION ON RESTRICTED ACTIONS.

         The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, (b) pay any Indebtedness or other obligation owed to any Credit
Party, (c) make advances, loans and/or other extensions of credit to any Credit
Party, (d) sell, lease or transfer any of its Property to any Credit Party, (d)
in the case of any Consolidated Party which is a Joint Venture, to borrow money
from and pledge its Property to the Credit Parties in the manner contemplated by
Section 7.13, (e) except in the case of any Consolidated Party which is a Joint
Venture, (i) pledge its Property (other than Excluded Property) pursuant to the
Credit Documents or any renewals, refinancings, exchanges, refundings or
extension thereof or (ii) act as a Credit Party pursuant to the Credit Documents
or any renewals, refinancings, exchanges, refundings or extension thereof,
except (in respect of any of the matters referred to in clauses (a)-(e)(i)
above) for such encumbrances or restrictions existing under or by reason of (i)
this Credit Agreement and the other Credit Documents, (ii) the Subordinated Note
Purchase Agreement and the Subordinated Notes, in each case as in effect as of
the Closing Date (or the documents evidencing or governing any other
Subordinated Indebtedness issued on comparable terms, including the Subordinated
Remarketed Notes to be issued under the Subordinated Note Indenture), (iii)
applicable law, (iv) any document or instrument governing Indebtedness incurred
pursuant to Section 8.1(c)(i), provided that any such restriction contained
therein relates only to the asset or assets constructed or acquired in
connection therewith, (v) any Permitted Lien or any document or instrument
governing any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien, (vi)
customary restrictions and conditions contained in any agreement relating to the
sale of any Property permitted under Section 8.5 pending the consummation of
such sale, (vii) customary non-assignment provisions in leases, licenses or
other contracts entered into in the ordinary course of business or (viii) in the
case of any Joint Venture which is not a Credit Party in respect of any of the
matters referred to in clauses (c)-(e) above, restrictions in such Person's
organizational or governing documents.


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         8.12     OWNERSHIP OF SUBSIDIARIES AND JOINT VENTURES; LIMITATIONS ON
                  PARENT.

         Notwithstanding any other provisions of this Credit Agreement to the
contrary:

                  (a) The Credit Parties will not (i) permit any Person (other
         than the Borrower or any Wholly Owned Subsidiary of the Borrower) to
         own any Capital Stock of any Subsidiary of the Borrower which is not a
         Joint Venture, except (A) to qualify directors where required by
         applicable law or to satisfy other requirements of applicable law with
         respect to the ownership of Capital Stock of Foreign Subsidiaries or
         (B) as a result of or in connection with a dissolution, merger,
         consolidation or disposition of a Subsidiary not prohibited by Section
         8.4 or Section 8.5 or (ii) permit any Subsidiary of the Borrower which
         is not a Joint Venture to issue or have outstanding any shares of
         preferred Capital Stock.

                  (b) The Credit Parties will not permit the Parent to (i) hold
         any assets other than the Capital Stock of the Borrower or (ii) engage
         in any business other than (A) owning the Capital Stock of the Borrower
         and activities incidental or related thereto, (B) acting as a Guarantor
         hereunder and pledging its assets to the Administrative Agent, for the
         benefit of the Lenders, pursuant to the Collateral Documents to which
         it is a party and (C) acting as a guarantor in respect of any
         Subordinated Indebtedness.

         8.13     CAPITAL EXPENDITURES.

         The Credit Parties will not permit Consolidated Capital Expenditures
for any fiscal year (excluding Consolidated Capital Expenditures to the extent
funded with the proceeds of any Equity Issuance by any Consolidated Party to any
of the Sponsors or the Related Parties in connection with such Consolidated
Capital Expenditures) to exceed the amount set forth below:

         (i)      for each of the fiscal years ending June 30, 2002, June 30,
                  2003 and June 30, 2004 the greater of (A) $65,000,000 and (B)
                  fifty percent (50%) of Consolidated EBITDA for the most
                  recently ended fiscal year preceding the date of determination
                  with respect to which the Administrative Agent shall have
                  received the Required Financial Information; and

         (ii)     for the fiscal year ending June 30, 2005 and for any fiscal
                  year thereafter, the greater of (A) $75,000,000 and (B) fifty
                  percent (50%) of Consolidated EBITDA for the most recently
                  ended fiscal year preceding the date of determination with
                  respect to which the Administrative Agent shall have received
                  the Required Financial Information.

To the extent that any portion of the Consolidated Capital Expenditures
limitation (determined without giving effect to the operation of this sentence)
is not used during any fiscal year, such unused available amount may be carried
forward and used during the next fiscal year only; provided, however, that with
respect to any fiscal year, Consolidated Capital Expenditures made during such
fiscal year shall be deemed to be made first with respect to the applicable
limitation for such fiscal year and then with respect to any carry-forward from
the preceding fiscal year.


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         8.14     NO FURTHER NEGATIVE PLEDGES.

         The Credit Parties will not permit any Consolidated Party to enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the existence of any Lien upon any of its Property in favor of the
Administrative Agent (for the benefit of the Lenders) for the purpose of
securing the Credit Party Obligations, whether now owned or hereafter acquired,
or requiring the grant of any security for any obligation if such Property is
given as security for the Credit Party Obligations, except (a) in connection
with any document or instrument governing Indebtedness incurred pursuant to
Section 8.1(c)(i), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith, (b)
in connection with any Permitted Lien or any document or instrument governing
any Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien, (c) pursuant to
customary restrictions and conditions contained in any agreement relating to the
sale of any Property permitted under Section 8.5, pending the consummation of
such sale, (d) customary non-assignment provisions in leases, licenses or other
contracts entered into in the ordinary course of business or (e) in the case of
any Joint Venture which is not a Credit Party, restrictions in such Person's
organizational or governing documents.


                                    SECTION 9

                                EVENTS OF DEFAULT


         9.1      EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence and during the
continuance of any of the following specified events (each an "Event of
Default"):

                  (a) Payment. Any Credit Party shall

                           (i) default in the payment when due of any principal
                  of any of the Loans or of any reimbursement obligations
                  arising from drawings under Letters of Credit, or

                           (ii) default, and such default shall continue for
                  five (5) or more Business Days, in the payment when due of any
                  interest on the Loans or on any reimbursement obligations
                  arising from drawings under Letters of Credit, or of any Fees
                  or other amounts owing hereunder, under any of the other
                  Credit Documents or in connection herewith or therewith; or

                  (b) Representations. Any representation, warranty or statement
         made or deemed to be made by any Credit Party herein, in any of the
         other Credit Documents, or in any statement or certificate delivered or
         required to be delivered pursuant hereto or thereto shall prove untrue
         in any material respect on the date as of which it was deemed to have
         been made; or

                  (c) Covenants. Any Credit Party shall


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<PAGE>
                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2,
                  7.7, 7.9, 7.10 or 7.11 or Section 8;

                           (ii) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.1(a),
                  (b) or (c) and such default shall continue unremedied for a
                  period of at least five (5) Business Days after the earlier of
                  an Executive Officer of a Credit Party becoming aware of such
                  default or notice thereof by the Administrative Agent; or

                           (iii) default in the due performance or observance by
                  it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b), (c)(i) or (c)(ii) of this
                  Section 9.1) contained in this Credit Agreement or any other
                  Credit Document and such default shall continue unremedied for
                  a period of at least 30 days after the earlier of an Executive
                  Officer of a Credit Party becoming aware of such default or
                  notice thereof by the Administrative Agent; or

                  (d) Other Credit Documents. Except as a result of or in
         connection with a dissolution, merger or disposition of a Subsidiary
         not prohibited by Section 8.4 or Section 8.5, any Credit Document shall
         fail to be in full force and effect or to give the Administrative Agent
         and/or the Lenders the Liens, rights, powers and privileges purported
         to be created thereby, or any Credit Party shall so state in writing;
         or

                  (e) Guaranties. Except as the result of or in connection with
         a dissolution, merger or disposition of a Subsidiary not prohibited by
         Section 8.4 or Section 8.5, the guaranty given by any Guarantor
         hereunder (including any Person after the Closing Date in accordance
         with Section 7.10) or any provision thereof shall cease to be in full
         force and effect, or any Guarantor (including any Person after the
         Closing Date in accordance with Section 7.10) hereunder or any Person
         acting by or on behalf of such Guarantor shall deny or disaffirm such
         Guarantor's obligations under such guaranty, or any Guarantor shall
         default in the due performance or observance of any term, covenant or
         agreement on its part to be performed or observed pursuant to any
         guaranty; or

                  (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with
         respect to any Consolidated Party; or

                  (g) Defaults under Other Indebtedness. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Credit
         Agreement) in excess of $2,500,000 in the aggregate for the
         Consolidated Parties taken as a whole, (A) either (1) default in any
         payment shall occur and continue (beyond the applicable grace period
         with respect thereto, if any) with respect to any such Indebtedness, or
         (2) a default in the observance or performance relating to such
         Indebtedness or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event or condition shall
         occur or exist, the effect of which default or other event or condition
         is to cause, or permit, the holder or holders of such Indebtedness (or
         trustee or agent on behalf of such holders) to cause (determined
         without regard to whether any notice or lapse of time is required), any
         such Indebtedness to become due prior to its stated maturity; or (B)
         any such Indebtedness shall be declared due and payable, or required to
         be prepaid other than by a regularly scheduled


                                      103
<PAGE>
         required payment or customary mandatory prepayment, prior to the stated
         maturity thereof; or

                  (h) Judgments. One or more judgments or decrees shall be
         entered against one or more of the Consolidated Parties involving a
         liability of $2,500,000 or more in the aggregate (to the extent not
         paid or fully covered by insurance provided by a carrier who has
         acknowledged coverage and has the ability to perform) and any such
         judgments or decrees shall not have been vacated, discharged or stayed
         or bonded pending appeal within 30 days from the entry thereof; or

                  (i) ERISA. Any of the following events or conditions, if such
         event or condition could involve possible taxes, penalties, and other
         liabilities in an aggregate amount in excess of $2,500,000, occurs: (i)
         any "accumulated funding deficiency," as such term is defined in
         Section 302 of ERISA and Section 412 of the Code, whether or not
         waived, shall exist with respect to any Plan, or any lien shall arise
         on the assets of any Consolidated Party or any ERISA Affiliate in favor
         of the PBGC or a Plan; (ii) an ERISA Event shall occur with respect to
         a Single Employer Plan, which is, in the reasonable opinion of the
         Administrative Agent, likely to result in the termination of such Plan
         for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur
         with respect to a Multiemployer Plan or Multiple Employer Plan, which
         is, in the reasonable opinion of the Administrative Agent, likely to
         result in (A) the termination of such Plan for purposes of Title IV of
         ERISA, or (B) any Consolidated Party or any ERISA Affiliate incurring
         any liability in connection with a withdrawal from, reorganization of
         (within the meaning of Section 4241 of ERISA), or insolvency (within
         the meaning of Section 4245 of ERISA) of such Plan; or (iv) any
         prohibited transaction (within the meaning of Section 406 of ERISA or
         Section 4975 of the Code) or breach of fiduciary responsibility shall
         occur which may subject any Consolidated Party or any ERISA Affiliate
         to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
         Section 4975 of the Code, or under any agreement or other instrument
         pursuant to which any Consolidated Party or any ERISA Affiliate has
         agreed or is required to indemnify any person against any such
         liability; or

                  (j) Subordinated Debt Documentation. (i) There shall occur and
         be continuing any "Event of Default" (or any comparable term) under,
         and as defined in, the Subordinated Note Purchase Agreement (or, after
         the exchange of the Subordinated Notes for Subordinated Remarketed
         Notes, the Subordinated Note Indenture), (ii) any of the Credit Party
         Obligations for any reason shall cease to be "Designated Senior
         Indebtedness" (or any comparable term) under, and as defined in, the
         documents evidencing or governing any Subordinated Indebtedness, (iii)
         any Indebtedness other the Credit Party Obligations shall constitute
         "Designated Senior Indebtedness" (or any comparable term) under, and as
         defined in, the documents evidencing or governing any Subordinated
         Indebtedness or (iv) the subordination provisions of the documents
         evidencing or governing any Subordinated Indebtedness shall, in whole
         or in part, terminate, cease to be effective or cease to be legally
         valid, binding and enforceable against any holder of the applicable
         Subordinated Indebtedness; or

                  (k) Ownership. There shall occur a Change of Control.


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         9.2      ACCELERATION; REMEDIES.

         Upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent may or, upon the request and direction of the Required
Lenders, shall, by written notice to the Credit Parties take any of the
following actions:

                  (a) Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b) Acceleration. Declare the unpaid Credit Party Obligations
         to be due, whereupon the same shall be immediately due and payable
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby waived by the Credit Parties.

                  (c) Cash Collateral. Direct the Borrower to pay (and the
         Borrower hereby promises to pay, upon receipt of such notice) to the
         Administrative Agent additional cash, to be held by the Administrative
         Agent, for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

                  (d) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents including,
         without limitation, all rights and remedies existing under the
         Collateral Documents, all rights and remedies against a Guarantor and
         all rights of set-off.

         Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur with respect to the Borrower, then, without the
giving of any notice or other action by the Administrative Agent or the Lenders,
(i) the Commitments automatically shall terminate, (ii) all of the outstanding
Credit Party Obligations automatically shall immediately become due and payable
and (iii) the Borrower automatically shall be obligated (and hereby promises) to
pay to the Administrative Agent additional cash, to be held by the
Administrative Agent, for the benefit of the Lenders, in a cash collateral
account as additional security for the LOC Obligations in respect of subsequent
drawings under all then outstanding Letters of Credit in an amount equal to the
maximum aggregate amount which may be drawn under all Letters of Credits then
outstanding.


                                   SECTION 10

                                AGENCY PROVISIONS

         10.1     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

                  (a) Each Lender hereby irrevocably (subject to Section 10.9)
         appoints, designates and authorizes the Administrative Agent to take
         such action on its behalf under the provisions of this Credit Agreement
         and each other Credit Document and to exercise such powers and perform
         such duties as are expressly delegated to it by the terms of this
         Credit Agreement or any other Credit Document, together with such
         powers as are reasonably incidental thereto. Notwithstanding any
         provision to the contrary


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<PAGE>
         contained elsewhere herein or in any other Credit Document, the
         Administrative Agent shall not have any duties or responsibilities,
         except those expressly set forth herein, nor shall the Administrative
         Agent have or be deemed to have any fiduciary relationship with any
         Lender or participant, and no implied covenants, functions,
         responsibilities, duties, obligations or liabilities shall be read into
         this Credit Agreement or any other Credit Document or otherwise exist
         against the Administrative Agent. Without limiting the generality of
         the foregoing sentence, the use of the term "Administrative Agent"
         herein and in the other Credit Documents with reference to the
         Administrative Agent is not intended to connote any fiduciary or other
         implied (or express) obligations arising under agency doctrine of any
         applicable law. Instead, such term is used merely as a matter of market
         custom, and is intended to create or reflect only an administrative
         relationship between independent contracting parties.

                  (b) The Issuing Lender shall act on behalf of the Lenders with
         respect to any Letters of Credit issued by it and the documents
         associated therewith until such time (and except for so long) as the
         Administrative Agent may agree at the request of the Required Lenders
         to act for the Issuing Lender with respect thereto; provided, however,
         that the Issuing Lender shall have all of the benefits and immunities
         (i) provided to the Administrative Agent in this Section 10 with
         respect to any acts taken or omissions suffered by the Issuing Lender
         in connection with Letters of Credit issued by it or proposed to be
         issued by it and the application and agreements for letters of credit
         pertaining to the Letters of Credit as fully as if the term
         "Administrative Agent" as used in this Section 10 included the Issuing
         Lender with respect to such acts or omissions, and (ii) as additionally
         provided herein with respect to the Issuing Lender.

         10.2     DELEGATION OF DUTIES.

         The Administrative Agent may execute any of its duties under this
Credit Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

         10.3     LIABILITY OF ADMINISTRATIVE AGENT.

         No Administrative Agent-Related Person shall (a) be liable for any
action taken or omitted to be taken by any of them under or in connection with
this Credit Agreement or any other Credit Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Credit Party or any officer thereof,
contained herein or in any other Credit Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Credit Agreement or any
other Credit Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Credit Agreement or any other Credit
Document, or for any failure of any Credit Party or any other party to any
Credit Document to perform its obligations hereunder or thereunder. No
Administrative Agent-Related Person shall be under any obligation


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<PAGE>
to any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Credit
Agreement or any other Credit Document, or to inspect the properties, books or
records of any Credit Party or any Affiliate thereof.

         10.4     RELIANCE BY ADMINISTRATIVE AGENT.

                  (a) The Administrative Agent shall be entitled to rely, and
         shall be fully protected in relying, upon any writing, communication,
         signature, resolution, representation, notice, consent, certificate,
         affidavit, letter, telegram, facsimile, telex or telephone message,
         statement or other document or conversation believed by it to be
         genuine and correct and to have been signed, sent or made by the proper
         Person or Persons, and upon advice and statements of legal counsel
         (including counsel to any Credit Party), independent accountants and
         other experts selected by the Administrative Agent. The Administrative
         Agent shall be fully justified in failing or refusing to take any
         action under any Credit Document unless it shall first receive such
         advice or concurrence of the Required Lenders as it deems appropriate
         and, if it so requests, it shall first be indemnified to its
         satisfaction by the Lenders against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. The Administrative Agent shall in all cases be fully
         protected in acting, or in refraining from acting, under this Credit
         Agreement or any other Credit Document in accordance with a request or
         consent of the Required Lenders or all the Lenders, if required
         hereunder, and such request and any action taken or failure to act
         pursuant thereto shall be binding upon all the Lenders and
         participants. Where this Credit Agreement expressly permits or
         prohibits an action unless the Required Lenders or all the Lenders, if
         required hereunder, otherwise determine, the Administrative Agent
         shall, and in all other instances, the Administrative Agent may, but
         shall not be required to, initiate any solicitation for the consent or
         a vote of the Lenders.

                  (b) For purposes of determining compliance with the conditions
         specified in Section 5.1, each Lender that has signed this Credit
         Agreement shall be deemed to have consented to, approved or accepted or
         to be satisfied with, each document or other matter either sent by the
         Administrative Agent to such Lender for consent, approval, acceptance
         or satisfaction, or required thereunder to be consented to or approved
         by or acceptable or satisfactory to a Lender.

         10.5     NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Credit Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". The
Administrative Agent will promptly notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to such
Default or Event of Default as may be directed by the Required Lenders in
accordance with Section 9.2; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to)


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<PAGE>
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Lenders.

         10.6     CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
                  AGENT.

         Each Lender acknowledges that no Administrative Agent-Related Person
has made any representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance
of any assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Administrative Agent-Related Person to any Lender as to any matter, including
whether Administrative Agent-Related Persons have disclosed material information
in their possession. Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon any Administrative Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and their respective Subsidiaries, and all applicable
Requirements of Law relating to the transactions contemplated hereby, and made
its own decision to enter into this Credit Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Administrative Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Credit Agreement and the other Credit Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Administrative Agent-Related Person.

         10.7     INDEMNIFICATION OF ADMINISTRATIVE AGENT.

         The Lenders shall indemnify upon demand each Administrative
Agent-Related Person (to the extent any Credit Party is required to reimburse
such Administrative Agent - Related Party and such Administrative Agent-Related
Party is not so reimbursed by or on behalf of any Credit Party and without
limiting the obligation of any Credit Party to do so), pro rata, and hold
harmless each Administrative Agent-Related Person from and against any and all
claims, damages, losses, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys' fees) that may be incurred by or asserted or
awarded against any Administrative Agent-Related Person, in each case arising
out of or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation, or proceeding or preparation of
defense in connection therewith) the Credit Documents, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the Loans,
except to the extent such claim, damage, loss, liability, cost, or expense
resulted from such Administrative Agent-Related Person's gross negligence or
willful misconduct; provided, however, that no action taken in accordance with
the directions of the Required Lenders or all the Lenders, if required
hereunder, shall be deemed to constitute gross negligence or willful misconduct
for


                                      108
<PAGE>
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including reasonable attorneys fees and the
allocated costs of internal counsel) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Credit Agreement, any other Credit Document, or any
document contemplated by or referred to herein, to the extent that the Credit
Parties are required to reimburse the Administrative Agent hereunder and the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Credit Parties. The undertaking in this Section shall survive termination of the
Commitments, the payment of all Credit Party Obligations hereunder and the
resignation or replacement of the Administrative Agent.

         10.8     ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective
Affiliates as though Bank of America were not the Administrative Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Credit Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent or the Issuing
Lender, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.

         10.9     SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Credit Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 and Sections 11.5 and
11.9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Credit Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following


                                      109
<PAGE>
a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         10.10    BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE.

         Without limiting the generality of any of the foregoing provisions of
this Section 9, each Lender hereby authorizes the Administrative Agent on its
behalf to execute and deliver the Borrower Assignment, Assumption and Release.

         10.11    OTHER ADMINISTRATIVE AGENTS; LEAD MANAGERS.

         None of the Lenders identified on the facing page or signature pages of
this Credit Agreement as a "syndication agent", "documentation agent",
"co-agent" or "lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Credit Agreement
or in taking or not taking action hereunder.


                                   SECTION 11

                                  MISCELLANEOUS

         11.1     NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid (or pursuant to an invoice arrangement) to a
reputable national overnight air courier service, or (d) the third Business Day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address, in the
case of the Credit Parties and the Administrative Agent, set forth below, and,
in the case of the Lenders, set forth on Schedule 2.1(a), or at such other
address as such party may specify by written notice to the other parties hereto:


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<PAGE>
         if to any Credit Party:

                  c/o InSight Health Services Corp.
                  4400 MacArthur Boulevard
                  Suite 800
                  Newport Beach, CA  92660
                  Attn:  Thomas V. Croal, CFO
                            (with a copy to General Counsel)
                  Telephone:  (949) 476-0733
                  Telecopy:    (949) 851-5981

         if to the Administrative Agent:

                  Bank of America, N.A.
                  Independence Center, 15th Floor
                  NC1-001-15-04
                  101 North Tryon Street
                  Charlotte, North Carolina 28255
                  Attn:  Administrative Agency Services, Erik Truette
                  Telephone:  (704) 388-1108
                  Telecopy:    (704) 409-0028

         with a copy to:

                  Bank of America, N.A.
                  NC1-007-13-06
                  100 North Tryon Street
                  Charlotte, NC  28255
                  Attn: Peter D. Griffith
                  Telephone:  (704) 386-7104
                  Telecopy:    (704) 386-9607

         and

                  Bank of America, N.A.
                  CA5-701-05-19
                  1455 Market Street
                  San Francisco, CA  94103
                  Attn: Kathleen Carry
                  Telephone:  (415) 436-4001
                  Telecopy:    (415) 503-5001

         11.2     RIGHT OF SET-OFF; ADJUSTMENTS.

                  Upon the occurrence and during the continuance of any Event of
Default, each Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the


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credit or the account of any Credit Party against any and all of the obligations
of such Person now or hereafter existing under this Credit Agreement, under the
Notes, under any other Credit Document or otherwise, irrespective of whether
such Lender shall have made any demand hereunder or thereunder and although such
obligations may be unmatured. Each Lender agrees promptly to notify any affected
Credit Party after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
Section 11.2 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

         11.3     SUCCESSORS AND ASSIGNS.

                  (a) The provisions of this Credit Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns permitted hereby, except that none of
         the Credit Parties may assign or otherwise transfer any of its rights
         or obligations hereunder without the prior written consent of each
         Lender (and any attempted assignment or transfer by any Credit Party
         without such consent shall be null and void). Nothing in this Credit
         Agreement, expressed or implied, shall be construed to confer upon any
         Person (other than the parties hereto, their respective successors and
         assigns permitted hereby and, to the extent expressly contemplated
         hereby, the Indemnified Parties) any legal or equitable right, remedy
         or claim under or by reason of this Credit Agreement.

                  (b) Any Lender may assign to one or more Eligible Assignees
         all or a portion of its rights and obligations under this Credit
         Agreement (including all or a portion of its Commitment and the Loans
         (including for purposes of this subsection (b), its Participation
         Interests) at the time owing to it); provided that:

                           (i) except in the case of (A) an assignment of the
                  entire remaining amount of the assigning Lender's Commitment
                  and the Loans at the time owing to it, (B) subject to the
                  terms of Section 11.3(b)(ii), an assignment by any Lender of
                  all of such Lender's Delayed-Draw Term Loan Commitment and
                  Delayed-Draw Term Loans outstanding under any particular
                  Delayed-Draw Term Loan Tranche and (C) an assignment to a
                  Lender or an Affiliate of a Lender or an Approved Fund with
                  respect to a Lender, the aggregate amount of the Commitment or
                  outstanding principal balance of Loans of the assigning Lender
                  subject to each such assignment, determined as of the date the
                  Assignment and Acceptance with respect to such assignment is
                  delivered to the Administrative Agent, shall not be less than
                  $1,000,000, unless each of the Administrative Agent and, so
                  long as no Event of Default has occurred and is continuing,
                  the Borrower otherwise consents (each such consent not to be
                  unreasonably withheld or delayed);

                           (ii) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Credit Agreement
                  with respect to the Loans or the Commitments assigned, except
                  that this clause (ii) shall not prohibit any Lender which
                  holds a Delayed-Draw Term Loan Commitment from assigning all
                  or a portion of its outstanding Delayed-Draw Term Loans
                  separate and apart from such Lender's unfunded


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                  Delayed-Draw Term Loan Commitment, and vice versa; provided,
                  however, that prior to the Delayed-Draw Term Loan Commitment
                  Termination Date, no Lender may assign all or any portion of
                  its Delayed-Draw Term Loans outstanding under any Delayed-Draw
                  Term Loan Tranche unless such assignment is accompanied by an
                  assignment of a ratable percentage of the remaining
                  Delayed-Draw Term Loan Commitment of the assigning Lender in
                  respect of the applicable Delayed-Draw Term Loan Tranche; and

                           (iii) the parties to each assignment shall execute
                  and deliver to the Administrative Agent an Assignment and
                  Acceptance, together with a processing and recordation fee of
                  $3,500.

         Subject to acceptance and recording thereof by the Administrative Agent
         pursuant to subsection (c), from and after the effective date specified
         in each Assignment and Acceptance, the Eligible Assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Acceptance, have the rights and obligations of a
         Lender under this Credit Agreement, and the assigning Lender thereunder
         shall, to the extent of the interest assigned by such Assignment and
         Acceptance, be released from its obligations under this Credit
         Agreement (and, in the case of an Assignment and Acceptance covering
         all of the assigning Lender's rights and obligations under this Credit
         Agreement, such Lender shall cease to be a party hereto but shall
         continue to be entitled to the benefits of Sections 3.11, 3.12 and
         11.5). Upon request, the Borrower (at its expense) shall execute and
         deliver new or replacement Notes to the assigning Lender and the
         assignee Lender. Any assignment or transfer by a Lender of rights or
         obligations under this Credit Agreement that does not comply with this
         subsection shall be treated for purposes of this Credit Agreement as a
         sale by such Lender of a participation in such rights and obligations
         in accordance with subsection (d) of this Section 11.3. Notwithstanding
         any provision to the contrary contained in this Section 11.3 or
         elsewhere in this Credit Agreement, each assignment of Delayed-Draw
         Term Loans effected pursuant to the terms of Section 2.3(c) shall
         constitute an assignment of Loans which is permitted under this Section
         11.3.

                  (c) The Administrative Agent, acting solely for this purpose
         as an agent of the Borrower, shall maintain at its address referred to
         in Section 11.1 a copy of each Assignment and Acceptance delivered to
         it and a register for the recordation of the names and addresses of the
         Lenders, and the Commitments of, and principal amount of the Loans and
         LOC Obligations owing to, each Lender pursuant to the terms hereof from
         time to time (the "Register"). The entries in the Register shall be
         conclusive, and the Credit Parties, the Administrative Agent and the
         Lenders may treat each Person whose name is recorded in the Register
         pursuant to the terms hereof as a Lender hereunder for all purposes of
         this Credit Agreement, notwithstanding notice to the contrary. The
         Register shall be available for inspection by the Credit Parties and
         any Lender, at any reasonable time and from time to time upon
         reasonable prior notice.

                  (d) Any Lender may, without the consent of, or notice to, the
         Credit Parties or the Administrative Agent, sell participations to one
         or more banks or other entities (a "Participant") in all or a portion
         of such Lender's rights and/or obligations under this Credit Agreement
         (including all or a portion of its Commitments and/or the Loans



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         (including such Lender's Participation Interests) owing to it);
         provided that (i) such Lender's obligations under this Credit Agreement
         shall remain unchanged, (ii) such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations and (iii) the Credit Parties, the Administrative Agent and
         the other Lenders shall continue to deal solely and directly with such
         Lender in connection with such Lender's rights and obligations under
         this Credit Agreement. Any agreement or instrument pursuant to which a
         Lender sells such a participation shall provide that such Lender shall
         retain the sole right to enforce this Credit Agreement and to approve
         any amendment, modification or waiver of any provision of this Credit
         Agreement; provided that such agreement or instrument may provide that
         such Lender will not, without the consent of the Participant, agree to
         any amendment, waiver or other modification that would (i) postpone any
         date upon which any payment of money is scheduled to be paid to such
         Participant, (ii) reduce the principal, interest, fees or other amounts
         payable to such Participant, (iii) except as the result of or in
         connection with a dissolution, merger or disposition of a Consolidated
         Party not prohibited by Section 8.4 or 8.5, release all or
         substantially all of the Guarantors from their obligations under the
         Credit Documents or (iv) except as the result of or in connection with
         an Asset Disposition not prohibited by Section 8.5, release all or
         substantially all of the Collateral. Subject to subsection (e) of this
         Section, the Borrower agrees that each Participant shall be entitled to
         the benefits of Sections 3.6, 3.9, 3.11 and 3.12 to the same extent as
         if it were a Lender and had acquired its interest by assignment
         pursuant to subsection (b) of this Section. To the extent permitted by
         law, each Participant also shall be entitled to the benefits of Section
         11.2 as though it were a Lender, provided such Participant agrees to be
         subject to Section 3.14 as though it were a Lender.

                  (e) A Participant shall not be entitled to receive any greater
         payment under Section 3.6, 3.9, 3.11 or 3.12 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant. A Participant that is not a United States
         person under Section 7701(a)(30) of the Code shall not be entitled to
         the benefits of Section 3.11 unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 3.11(d) as though
         it were a Lender.

                  (f) Any Lender may at any time pledge or assign a security
         interest in all or any portion of its rights under this Credit
         Agreement (including under its Notes, if any) to secure obligations of
         such Lender, including any pledge or assignment to secure obligations
         to a Federal Reserve Bank; provided that no such pledge or assignment
         shall release a Lender from any of its obligations hereunder or
         substitute any such pledgee or assignee for such Lender as a party
         hereto.

                  (g) Any Lender that is a fund that invests in bank loans may
         create a security interest in all or any portion of the Loans owing to
         it and the Note or Notes held by it to the trustee for holders of
         obligations owed, or securities issued, by such fund as security for
         such obligations or securities, provided, that unless and until such
         trustee actually becomes a Lender in compliance with the other
         provisions of this Section 11.3, (i) no such pledge shall release the
         pledging Lender from any of its obligations hereunder and (ii) such
         trustee shall not be entitled to exercise any of the rights of a Lender
         under the


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         Credit Documents even though such trustee may have acquired ownership
         rights with respect to the pledged interest through foreclosure or
         otherwise.

                  (h) If the consent of the Borrower to an assignment or to an
         Eligible Assignee is required hereunder (including a consent to an
         assignment which does not meet the minimum assignment threshold
         specified in clause (i) of the proviso to the first sentence of Section
         11.3(b)), the Borrower shall be deemed to have given its consent five
         (5) Business Days after confirmation (such confirmation not to be
         unreasonably withheld or delayed) by an Executive Officer of the
         Borrower of receipt of notice of such proposed assignment by the
         assigning Lender (through the Administrative Agent) unless such consent
         is expressly refused by the Borrower prior to such fifth Business Day.

                  (i) Notwithstanding anything to the contrary contained herein,
         if at any time Bank of America assigns all of its Commitment and Loans
         pursuant to subsection (b) above, Bank of America may, upon 30 days'
         notice to the Borrower and the Lenders, resign as Issuing Lender. In
         the event of any such resignation as Issuing Lender, the Borrower shall
         be entitled to appoint from among the Lenders a successor Issuing
         Lender hereunder; provided, however, that no failure by the Borrower to
         appoint any such successor shall affect the resignation of Bank of
         America as Issuing Lender. Bank of America shall retain all the rights
         and obligations of the Issuing Lender hereunder with respect to all
         Letters of Credit outstanding as of the effective date of its
         resignation as Issuing Lender and all LOC Obligations with respect
         thereto (including the right to require the Lenders to make Revolving
         Loans or fund their Participation Interests pursuant to Section 2.2).

                  (j) Notwithstanding anything to the contrary contained in any
         Credit Document, the Master Assignment Agreement shall be deemed to be
         an Assignment and Acceptance executed in compliance with this Section
         11.3.

         11.4     NO WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Administrative Agent or any
Lender and any of the Credit Parties shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein are cumulative and not
exclusive of any rights or remedies which the Administrative Agent or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle the Credit Parties to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

         11.5     EXPENSES; INDEMNIFICATION.

                  (a) The Credit Parties jointly and severally agree to pay on
         demand all costs and expenses of the Administrative Agent in connection
         with the syndication, preparation, execution, delivery, administration,
         modification, and amendment of this


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         Credit Agreement, the other Credit Documents, and the other documents
         to be delivered hereunder, including, without limitation, the
         reasonable fees and expenses of counsel for the Administrative Agent
         (including the cost of internal counsel) with respect thereto and with
         respect to advising the Administrative Agent as to its rights and
         responsibilities under the Credit Documents. The Credit Parties further
         jointly and severally agree to pay on demand all costs and expenses of
         the Administrative Agent and the Lenders, if any (including, without
         limitation, reasonable attorneys' fees and expenses and the cost of
         internal counsel), in connection with any work-out or restructuring
         relating to the Credit Facilities or any enforcement (whether through
         negotiations, legal proceedings, or otherwise) of any of the Credit
         Documents.

                  (b) The Credit Parties jointly and severally agree to
         indemnify and hold harmless each Administrative Agent-Related Person
         and each Lender and each of their Affiliates and their respective
         officers, directors, employees, agents, advisors and trustees (each, an
         "Indemnified Party") from and against any and all claims, damages,
         losses, liabilities, costs, and expenses (including, without
         limitation, reasonable attorneys' fees) that may be incurred by or
         asserted or awarded against any Indemnified Party, in each case arising
         out of or in connection with or by reason of (including, without
         limitation, in connection with any investigation, litigation, or
         proceeding or preparation of defense in connection therewith) the
         Credit Documents, any of the transactions contemplated herein or
         therein or the actual or proposed use of the proceeds of the Loans,
         except to the extent such claim, damage, loss, liability, cost, or
         expense resulted from such Indemnified Party's gross negligence or
         willful misconduct. In the case of an investigation, litigation or
         other proceeding to which the indemnity in this Section 11.5 applies,
         such indemnity shall be effective whether or not such investigation,
         litigation or proceeding is brought by any of the Credit Parties, their
         respective directors, shareholders or creditors or an Indemnified Party
         or any other Person or any Indemnified Party is otherwise a party
         thereto and whether or not the transactions contemplated hereby are
         consummated. The Credit Parties agree not to assert any claim against
         any Administrative Agent-Related Party, any Lender, any of their
         Affiliates, or any of their respective directors, officers, employees,
         attorneys, agents, advisors and trustees, on any theory of liability,
         for special, indirect, consequential, or punitive damages arising out
         of or otherwise relating to the Credit Documents, any of the
         transactions contemplated herein or therein or the actual or proposed
         use of the proceeds of the Loans.

                  (c) Without prejudice to the survival of any other agreement
         of the Credit Parties hereunder, the agreements and obligations of the
         Credit Parties contained in this Section 11.5 shall survive the
         repayment of the Credit Party Obligations and the termination of the
         Commitments hereunder.

         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

         Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, each of the Credit Parties
party thereto and the Required Lenders, provided, however, that:


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                  (a) without the consent of each Lender affected thereby,
         neither this Credit Agreement nor any other Credit Document may be
         amended, changed, waived, discharged or terminated so as to

                           (i) extend the maturity of any Commitment or the
                  final maturity of any Loan or of any reimbursement obligation,
                  or any portion thereof, arising from drawings under Letters of
                  Credit, or extend or waive any Principal Amortization Payment
                  of any Loan, or any portion thereof,

                           (ii) reduce the rate or extend the time of payment of
                  interest on any Loan or of any reimbursement obligation, or
                  any portion thereof, arising from drawings under Letters of
                  Credit (other than as a result of waiving the applicability of
                  any post-default increase in interest rates) or of any Fees,

                           (iii) reduce or waive the principal amount of any
                  Loan or of any reimbursement obligation, or any portion
                  thereof, arising from drawings under Letters of Credit,

                           (iv) increase the Revolving Commitment, Delayed-Draw
                  Term Loan Commitment or Tranche B Term Loan Commitment of a
                  Lender over the amount thereof in effect (it being understood
                  and agreed that a waiver of any condition precedent set forth
                  in Section 5.2 or of any Default or Event of Default or
                  mandatory reduction in the Commitments shall not constitute a
                  change in the terms of any Commitment of any Lender),

                           (v) except as the result of or in connection with an
                  Asset Disposition not prohibited by Section 8.5, release all
                  or substantially all of the Collateral,

                           (vi) except as the result of or in connection with a
                  dissolution, merger or disposition of a Consolidated Party not
                  prohibited by Section 8.4 or Section 8.5, release the Borrower
                  or any other material Credit Party from its obligations under
                  the Credit Documents,

                           (vii) amend, modify or waive any provision of Section
                  3.13, Section 3.15(b) or this Section 11.6(a),

                           (viii) reduce any percentage specified in the
                  definition of Required Lenders,

                           (ix) agree to subordinate, in favor of any Person,
                  any of the Credit Party Obligations or any claims in respect
                  thereof; or

                           (x) consent to the assignment or transfer by the
                  Borrower or any other material Credit Party of any of its
                  rights and obligations under (or in respect of) the Credit
                  Documents except as permitted thereby;


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                  (b) without the consent of the Required Revolving Lenders, no
         Default or Event of Default may be waived for purposes of Section
         5.2(d) in respect of any proposed Revolving Loan borrowing or Letter of
         Credit issuance or extension;

                  (c) without the consent of the Required Unfunded Delayed-Draw
         Term Lenders, no Default or Event of Default may be waived for purposes
         of Section 5.2(d) in respect of any proposed Delayed-Draw Term Loan
         borrowing;

                  (d) without the consent of the Required Revolving Lenders and,
         prior to the Delayed-Draw Term Loan Commitment Termination Date, the
         Required Unfunded Delayed-Draw Term Lenders, no amendment, change,
         waiver, discharge or termination of Section 5.2, Section 7.9, Section
         7.10, Section 7.11, Section 8 or this Section 11.6(d) shall be
         effective;

                  (e) without the consent of the Administrative Agent, no
         provision of Section 10 or this Section 11.6(e) may be amended,
         changed, waived, discharged or terminated;

                  (f) without the consent of the Issuing Lender, (i) no
         provision of Section 2.2, Section 3.5(b)(iii) or this Section 11.6(f)
         may be amended, changed, waived, discharged or terminated in a manner
         that is adverse to the Issuing Lender and (ii) the terms of the LOC
         Commitment may not be changed;

                  (g) without the consent of the Fronting Bank, (ii) no
         provision of Section 2.3 or this Section 11.6(g) may be amended,
         changed, waived, discharged or terminated in a manner that is adverse
         to the Fronting Bank and (ii) the terms of the Fronting Commitment may
         not be changed;

                  (h) only Lenders holding (i) Revolving Commitments (and/or
         Participation Interests therein) or (ii) if the Revolving Commitments
         have been terminated, Revolving Loans and/or LOC Obligations (and/or
         Participation Interests in the Revolving Loans and LOC Obligations
         (including the Participation Interests of the Issuing Lender in any
         Letters of Credit)), shall be entitled, subject to Section 11.6(a) and
         Section 11.6(f), to approve any amendment, change, waiver, discharge or
         termination of Section 2.1, Section 2.2, Section 3.3(b)(i), Section
         3.4(a)(i) or (e), Section 3.5(a)(i), (b)(i) or (b)(ii), or Section
         11.6(b) or (h), and no such amendment, change, waiver, discharge or
         termination shall be effective unless such amendment, change, waiver,
         discharge or termination is in writing entered into by, or approved in
         writing by, each of the Credit Parties party thereto and the Required
         Revolving Lenders; provided, however, that no amendment, change,
         waiver, discharge or termination pursuant to this Section 11.6(h) that
         would increase the Revolving Committed Amount shall be effective unless
         such amendment, change, waiver, discharge or termination has been
         approved by the Required Lenders;

                  (i) only Lenders holding unfunded Delayed-Draw Term Loan
         Commitments (and/or Participation Interests therein) and outstanding
         Delayed-Draw Term Loans (and Participation Interests therein) shall be
         entitled, subject to Section 11.6(a) and Section 11.6(g), to approve
         any amendment, change, waiver, discharge or termination of Section 2.3
         or this Section 11.6(i), and no such amendment, change, waiver,
         discharge or termination shall be effective unless such amendment,
         change, waiver, discharge or


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         termination is in writing entered into by, or approved in writing by,
         each of the Credit Parties party thereto and the Required Delayed-Draw
         Term Lenders; provided, however, that no amendment, change, waiver,
         discharge or termination pursuant to this Section 11.6(i) that would
         increase the Delayed-Draw Term Loan Committed Amount shall be effective
         unless such amendment, change, waiver, discharge or termination has
         been approved by the Required Lenders;

                  (j) only Lenders holding a portion of the Tranche B Term Loan
         (and/or Participation Interests therein) shall be entitled, subject to
         Section 11.6(a), to approve any amendment, change, waiver, discharge or
         termination of Section 2.4 or this Section 11.6(j), and no such
         amendment, change, waiver, discharge or termination shall be effective
         unless such amendment, change, waiver, discharge or termination is in
         writing entered into by, or approved in writing by, each of the Credit
         Parties party thereto and the Required Tranche B Term Lenders;
         provided, however, that no amendment, change, waiver, discharge or
         termination pursuant to this Section 11.6(j) that would increase the
         Tranche B Term Loan Committed Amount shall be effective unless such
         amendment, change, waiver, discharge or termination has been approved
         by the Required Lenders;

                  (k) only Lenders holding unfunded Delayed-Draw Term Loan
         Commitments (and/or Participation Interests therein) shall be entitled,
         subject to Section 11.6(a) and Section 11.6(g), to approve any
         amendment, change, waiver, discharge or termination of Section 11.6(c)
         or (k), and no such amendment, change, waiver, discharge or termination
         shall be effective unless such amendment, change, waiver, discharge or
         termination is in writing entered into by, or approved in writing by,
         each of the Credit Parties party thereto and the Required Unfunded
         Delayed-Draw Term Lenders;

                  (l) only Lenders holding (i) Revolving Commitments (and/or
         Participation Interests therein) or (if the Revolving Commitments have
         been terminated) Revolving Loans and/or LOC Obligations (and/or
         Participation Interests in the Revolving Loans and LOC Obligations
         (including the Participation Interests of the Issuing Lender in any
         Letters of Credit)) and/or (ii) unfunded Delayed-Draw Term Loan
         Commitments (and/or Participation Interests therein), shall be
         entitled, subject to Section 11.6(a), to approve any amendment, change,
         waiver, discharge or termination of Section 11.6(d) or (l), and no such
         amendment, change, waiver, discharge or termination shall be effective
         unless such amendment, change, waiver, discharge or termination is in
         writing entered into by, or approved in writing by, each of the Credit
         Parties party thereto, the Required Revolving Lenders and the Required
         Unfunded Delayed-Draw Term Lenders; and

                  (m) only Lenders holding (i) unfunded Delayed-Draw Term Loan
         Commitments (and/or Participation Interests therein), (ii) a portion of
         the Delayed-Draw Term Loans (and Participation Interests therein)
         and/or (iii) a portion of the Tranche B Term Loan (and/or Participation
         Interests therein), shall be entitled, subject to Section 11.6(a), to
         approve any amendment, change, waiver, discharge or termination of
         Section 3.3(b)(ii), (iii), (iv), (v), or (vi) or of this Section
         11.6(m), and no such amendment, change, waiver, discharge or
         termination shall be effective unless such amendment, change, waiver,
         discharge or termination is in writing entered into by, or approved in
         writing by, each of the Credit Parties party thereto, the Required
         Unfunded Delayed-Draw Term Lenders and the Required Tranche B Term
         Lenders; and


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                  (n) no amendment, change, waiver, discharge or termination of
         Section 3.3(b)(vii) shall be effective unless such amendment, change,
         waiver, discharge or termination is in writing entered into by, or
         approved in writing by, each of the Credit Parties party thereto, the
         Required Revolving Lenders, the Required Delayed-Draw Term Lenders and
         the Required Tranche B Term Lenders.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Required Lenders shall determine whether
or not to allow a Credit Party to use cash collateral in the context of a
bankruptcy or insolvency proceeding and such determination shall be binding on
all of the Lenders.

         11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed shall be an original, but all of which shall
constitute one and the same instrument. It shall not be necessary in making
proof of this Credit Agreement to produce or account for more than one such
counterpart for each of the parties hereto. Delivery by facsimile by any of the
parties hereto of an executed counterpart of this Credit Agreement shall be as
effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

         11.8     HEADINGS.

         The headings of the sections hereof are provided for convenience only
and shall not in any way affect the meaning or construction of any provision of
this Credit Agreement.

         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive until this Credit Agreement shall be terminated in
accordance with the terms of Section 11.13(b).

         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
                  JURY TRIAL.

                  (a) THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
         PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
         BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS
         LAW OF THE STATE OF NEW YORK). Any legal action or proceeding with
         respect to this Credit Agreement or any other


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         Credit Document may be brought in the courts of the State of New York
         in New York County, or of the United States for the Southern District
         of New York, and, by execution and delivery of this Credit Agreement,
         each of the Credit Parties hereby irrevocably accepts for itself and in
         respect of its property, generally and unconditionally, the
         nonexclusive jurisdiction of such courts. Each of the Credit Parties
         further irrevocably consents to the service of process out of any of
         the aforementioned courts in any such action or proceeding by the
         mailing of copies thereof by registered or certified mail, postage
         prepaid, to it at the address set out for notices pursuant to Section
         11.1, such service to become effective three (3) days after such
         mailing. Nothing herein shall affect the right of the Administrative
         Agent or any Lender to serve process in any other manner permitted by
         law or to commence legal proceedings or to otherwise proceed against
         any Credit Party in any other jurisdiction.

                  (b) Each of the Credit Parties hereby irrevocably waives any
         objection which it may now or hereafter have to the laying of venue of
         any of the aforesaid actions or proceedings arising out of or in
         connection with this Credit Agreement or any other Credit Document
         brought in the courts referred to in subsection (a) above and hereby
         further irrevocably waives and agrees not to plead or claim in any such
         court that any such action or proceeding brought in any such court has
         been brought in an inconvenient forum.

                  (c) EACH PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY
         WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
         OF ACTION ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED
         WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
         ANY OF THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE TRANSACTIONS
         RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
         ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH
         PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
         CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
         THAT ANY PARTY TO THIS CREDIT AGREEMENT MAY FILE AN ORIGINAL
         COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
         EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF
         THEIR RIGHT TO TRIAL BY JURY.

         11.11    SEVERABILITY.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

         11.12    ENTIRETY.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.


                                      121
<PAGE>
         11.13    BINDING EFFECT; TERMINATION.

                  (a) This Credit Agreement shall become effective at such time
         on or after the Closing Date when it shall have been executed by each
         Credit Party and the Administrative Agent, and the Administrative Agent
         shall have received copies hereof (telefaxed or otherwise) which, when
         taken together, bear the signatures of each Lender, and thereafter this
         Credit Agreement shall be binding upon and inure to the benefit of each
         Credit Party, the Administrative Agent and each Lender and their
         respective successors and assigns.

                  (b) The term of this Credit Agreement shall be until the
         Credit Party Obligations are Fully Satisfied.

         11.14    CONFIDENTIALITY.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its (and its Affiliates')
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; provided, however,
that, prior to disclosure pursuant to this clause (c), reasonable efforts shall
be made to give the Borrower notice of request for disclosure and the Borrower
shall be given a reasonable opportunity, at its expense, to prevent the
disclosure or have the Information maintained as confidential under a protective
order; (d) to any other party to this Credit Agreement; (e) in connection with
the exercise of any remedies hereunder or any of the other Credit Documents or
any suit, action or proceeding relating to this Credit Agreement or any of the
other Credit Documents or the enforcement of rights hereunder or thereunder; (f)
to any Lender, any Affiliate of a Lender or any Approved Fund, or, with the
consent of the Borrower (not to be unreasonably withheld) or, if an Event of
Default has occurred and is continuing, subject to an agreement containing
provisions substantially the same as those of this Section 11.14, to any other
prospective Eligible Assignee of or Participant in connection with an assignment
or participation pursuant to Section 11.3; (g) with the consent of the Borrower;
(h) to the extent that, other than as a result of a breach of this Section
11.14, such Information (i) becomes publicly available or (ii) becomes available
to the Administrative Agent or any Lender on a nonconfidential basis from a
source other than the Consolidated Parties, other than as a result of a breach
by such source of a confidentiality agreement with any Consolidated Party with
respect to which breach the Person proposing to disclose Information in
accordance with this Section 11.14(i)(ii) has actual knowledge; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section 11.14, "Information" means all information
received from the Credit Parties relating to the Consolidated Parties or their
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Consolidated Parties. Any Person required to maintain the
confidentiality of Information as provided in this Section 11.14 shall be
considered to have complied with its obligation to do so if




                                      122
<PAGE>
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

         11.15    SOURCE OF FUNDS.

         Each of the Lenders hereby represents and warrants to the Borrower that
at least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

                  (a) no part of such funds constitutes assets allocated to any
         separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b) to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this clause (b), all employee benefit plans maintained by
         the same employer or employee organization are deemed to be a single
         plan);

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or

                  (d) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

         11.16    REGULATION D.

         Each of the Lenders hereby represents and warrants to the Borrower that
it is a commercial lender, other financial institution or other "accredited"
investor (as defined in SEC Regulation D) which makes or acquires or loans on
the ordinary course of business and that it will make or acquire Loans for its
own account in the ordinary course of business.

         11.17    CONFLICT.

         To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.


                                      123
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Credit Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:                           INSIGHT HEALTH SERVICES
                                    ACQUISITION CORP.

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

PARENT:                             INSIGHT HEALTH SERVICES
                                    HOLDINGS CORP.

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

SUBSIDIARY
GUARANTORS:                         INSIGHT HEALTH SERVICES CORP.
                                    INSIGHT HEALTH CORP.
                                    OPEN MRI, INC.
                                    MAXUM HEALTH CORP.
                                    RADIOSURGERY CENTERS, INC.
                                    MAXUM HEALTH SERVICES CORP.
                                    DIAGNOSTIC SOLUTIONS CORP.
                                    MAXUM HEALTH SERVICES
                                             OF NORTH TEXAS, INC.
                                    MAXUM HEALTH SERVICES
                                             OF DALLAS, INC.
                                    NDDC, INC.
                                    SIGNAL MEDICAL SERVICES, INC.
                                    MRI ASSOCIATES, L.P.


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                             [Signatures Continued]
<PAGE>
ADMINISTRATIVE AGENT:               BANK OF AMERICA, N.A.,
                                    in its capacity as Administrative Agent

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


LENDERS:                            BANK OF AMERICA, N.A.,
                                    individually in its capacity as a
                                    Lender and in its capacity as Issuing Lender

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    --------------------------------

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    --------------------------------

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------
<PAGE>
                                  EXHIBIT 1.1A

               FORM OF BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE

         This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this "Assignment"),
dated as of October 17, 2001, is by and among INSIGHT HEALTH SERVICES
ACQUISITION CORP., a Delaware corporation, as assignor (the "Assignor"), INSIGHT
HEALTH SERVICES CORP., a Delaware corporation, as assignee (the "Assignee") and
BANK OF AMERICA, N.A., in its capacity as administrative agent (the
"Administrative Agent") under that certain Credit Agreement dated as of the date
hereof among the Assignor, the Assignee, the other Credit Parties defined
therein, the Administrative Agent, The CIT Group/Business Credit, Inc., as
Documentation Agent, First Union National Bank, as Syndication Agent, and the
Lenders defined therein (the "Credit Agreement"). All of the defined terms in
the Credit Agreement are incorporated herein by reference.

         The Assignor has agreed to assign to the Assignee, and the Assignee has
agreed to assume from the Assignor, all of the rights, interests, duties,
obligations and liabilities of the Assignor as Borrower in, to and under the
Credit Agreement and the other Credit Documents.

         Accordingly, the parties hereto agree as follows:

         1. Assignment and Assumption. Effective as of the date hereof, (a) the
Assignor hereby assigns, transfers and conveys to the Assignee all of the
rights, interests, duties, obligations and liabilities of the Assignor as
Borrower in, to and under the Credit Documents and (b) the Assignee hereby (i)
assumes and accepts all of the rights, interests, duties, obligations and
liabilities of the Assignor as Borrower in, to and under the Credit Documents to
the same extent as if the Assignee, in fact, had executed the Credit Documents
in the capacity of "Borrower" and (ii) promises to pay to the Lenders and the
Administrative Agent all of the Credit Party Obligations of the Borrower
outstanding at, or incurred on or after, the date hereof, at the times and in
the manner set forth in the Credit Agreement.

         2. Release. The Administrative Agent, on behalf of the Lenders,
confirms that, automatically upon the effectiveness of the assignment and
acceptance pursuant to Paragraph 1 above, the Assignor shall be released and
discharged from any duties, obligations and liabilities as Borrower under the
Credit Documents. Furthermore, the Sponsors are hereby released of their
obligations under that certain commitment letter agreement dated June 28, 2001
between Bank of America, N.A., Banc of America Securities LLC and the Sponsors
(other than those obligations contained in numbered paragraphs 2 and 6 thereof).

         3. Representations of Assignee. The Assignee hereby reaffirms the
representations and warranties set forth in Section 6 of the Credit Agreement.

         4. Notices to Assignee. The address of the Assignee for purposes of all
notices and other communications is as set forth in Section 11.1 of the Credit
Agreement.

         5. No Modifications. Except as expressly provided for herein, nothing
contained in this Assignment shall amend or modify, or be deemed to amend or
modify, the Credit Agreement or any other Credit Document.
<PAGE>
         6. Governing Law. This Assignment and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with the laws
of the state of New York.

         7. Counterparts. This Assignment may be executed in several
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment as of the date set forth above.

<TABLE>
<S>                                         <C>
ASSIGNOR:                                   INSIGHT HEALTH SERVICES
                                            ACQUISITION CORP.,
                                            a Delaware corporation

                                            By:
                                               -----------------------------------------
                                            Name:
                                                     -----------------------------------
                                            Title:
                                                     -----------------------------------


ASSIGNEE:                                   INSIGHT HEALTH SERVICES CORP.,
                                            a Delaware corporation

                                            By:
                                               -----------------------------------------
                                            Name:
                                                     -----------------------------------
                                            Title:
                                                     -----------------------------------

ADMINISTRATIVE

AGENT:                                      BANK OF AMERICA, N.A., as Administrative Agent

                                            By:
                                               -----------------------------------------
                                            Name:
                                                     -----------------------------------
                                            Title:
                                                     -----------------------------------
</TABLE>

                                       2
<PAGE>
                                  EXHIBIT 1.1B

                        FORM OF INSIGHT ACQUISITION NOTE

$___________                                                    October 17, 2001

                  FOR VALUE RECEIVED, INSIGHT HEALTH SERVICES ACQUISITION CORP.,
a Delaware corporation ("InSight Acquisition"), hereby promises to pay to the
order of BANK OF AMERICA, N.A., as administrative agent (the "Administrative
Agent") for, and for the benefit of, the lenders (the "Lenders") party to the
Credit Agreement dated as of the date hereof among InSight Acquisition, the
Guarantors, the Lenders, The CIT Group/Business Credit, Inc., as Documentation
Agent, First Union National Bank, as Syndication Agent, and the Administrative
Agent (as it may be amended, modified, restated or supplemented from time to
time, the "Credit Agreement"; all capitalized terms not otherwise defined herein
shall have the meanings set forth in the Credit Agreement), at the office of
Bank of America, N. A. at 101 North Tryon Street, Independence Center,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the holder hereof may designate), ON DEMAND, in Dollars and in immediately
available funds, the principal amount of _____________ MILLION DOLLARS
($____________) or, if less than such principal amount, the aggregate unpaid
principal amount of all Revolving Loans, Delayed-Draw Term Loans and Tranche B
Term Loans made by the Administrative Agent (or any Lender) to InSight
Acquisition pursuant to the Credit Agreement, and to pay interest on the unpaid
principal amount hereof from time to time outstanding, in like money, at said
office, ON DEMAND and at the rates selected in accordance with the Credit
Agreement.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

         IN WITNESS WHEREOF, InSight Acquisition has caused this Note to be duly
executed by its duly authorized officer as of the day and year first above
written.

                                                     INSIGHT HEALTH SERVICES
                                                     ACQUISITION CORP.

                                                     By:
                                                        ------------------------
                                                     Name:
                                                          ----------------------
                                                     Title:
                                                           ---------------------
<PAGE>
                                  EXHIBIT 1.1C

                            FORM OF PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of
October 17, 2001 among INSIGHT HEALTH SERVICES CORP., a Delaware corporation
(the "Borrower"), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation
(the "Parent") and certain Subsidiaries of the Borrower (individually a
"Guarantor", and collectively the "Guarantors"; together with the Borrower,
individually a "Obligor", and collectively the "Obligors") and BANK OF AMERICA,
N.A., in its capacity as administrative agent (in such capacity, the
"Administrative Agent") for the lenders from time to time party to the Credit
Agreement described below (the "Lenders").

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof (as amended, modified, extended, renewed or replaced from time to time,
the "Credit Agreement") among the Borrower, the Guarantors, the Lenders, the
Administrative Agent, The CIT Group/Business Credit, Inc., as Documentation
Agent, and First Union National Bank, as Syndication Agent, the Lenders have
agreed to make Loans and issue Letters of Credit upon the terms and subject to
the conditions set forth therein; and

         WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
to issue Letters of Credit under the Credit Agreement that the Obligors shall
have executed and delivered this Pledge Agreement to the Administrative Agent
for the ratable benefit of the Lenders.

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. For
purposes of this Pledge Agreement, the term "Lender" shall include any Affiliate
of any Lender which has entered into a Hedging Agreement with any Credit Party.

         2. Pledge and Grant of Security Interest. To secure the prompt payment
and performance in full when due, whether by lapse of time or otherwise, of the
Obligor Obligations (as defined in Section 3 hereof), each Obligor hereby
pledges to the Administrative Agent, for the benefit of the Lenders, and grants
to the Administrative Agent, for the benefit of the Lenders, a continuing
security interest in any and all right, title and interest of such Obligor in
and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the "Pledged Collateral"):
<PAGE>
                  (a) Pledged Shares. (i) 100% (or, if less, the full amount
         owned by such Obligor) of the issued and outstanding shares of Capital
         Stock owned by such Obligor of the Borrower set forth on Schedule 2(a)
         attached hereto and (ii) 100% (or, if less, the full amount owned by
         such Obligor) of the issued and outstanding shares of Capital Stock
         owned by such Obligor of each Domestic Subsidiary set forth on Schedule
         2(a) attached hereto, in each case together with the certificates (or
         other agreements or instruments), if any, representing such shares, and
         all options and other rights, contractual or otherwise, with respect
         thereto (collectively, together with the shares of Capital Stock
         described in Section 2(b) and 2(c) below, the "Pledged Shares"),
         including, but not limited to, the following:

                           (y) all shares or securities representing a dividend
                  on any of the Pledged Shares, or representing a distribution
                  or return of capital upon or in respect of the Pledged Shares,
                  or resulting from a stock split, revision, reclassification or
                  other exchange therefor, and any subscriptions, warrants,
                  rights or options issued to the holder of, or otherwise in
                  respect of, the Pledged Shares; and

                           (z) without affecting the obligations of the Obligors
                  under any provision prohibiting such action hereunder or under
                  the Credit Agreement, in the event of any consolidation or
                  merger involving the issuer of any Pledged Shares and in which
                  such issuer is not the surviving corporation, all shares of
                  each class of the Capital Stock of the successor corporation
                  formed by or resulting from such consolidation or merger.

                  (b) Additional Shares. (i) 100% (or, if less, the full amount
         owned by such Obligor) of the issued and outstanding shares of Capital
         Stock owned by such Obligor of any Person which hereafter becomes a
         Wholly-Owned Subsidiary (other than a Foreign Subsidiary or a
         Subsidiary which is an Unrestricted Joint Venture), and (ii) 65% (or
         such greater percentage that, due to a change in an applicable
         Requirement of Law after the date hereof, (i) could not reasonably be
         expected to cause the undistributed earnings of such Foreign Subsidiary
         as determined for United States federal income tax purposes to be
         treated as a deemed dividend to such Foreign Subsidiary's United States
         parent and (ii) could not reasonably be expected to cause any material
         adverse tax consequences) of the issued and outstanding shares of each
         class of Capital Stock or other ownership interests entitled to vote
         (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or,
         if less, the full amount owned by such Obligor) of the issued and
         outstanding shares of each class of Capital Stock or other ownership
         interests not entitled to vote (within the meaning of Treas. Reg.
         Section 1.956-2(c)(2)) owned by such Obligor of each Foreign Subsidiary
         (provided, however, that in no event shall the aggregate value of the
         Capital Stock of a Foreign Subsidiary pledged hereunder exceed 80%),
         including, without limitation, the certificates representing such
         shares.

                  (c) Other Equity Interests. To the extent permitted under such
         Person's organizational or governing documents, 100% (or, if less, the
         full amount owned by such


                                       2
<PAGE>
         Obligor) of the issued and outstanding shares of Capital Stock owned by
         such Obligor in each Joint Venture which is not an Unrestricted Joint
         Venture.

                  (d) Proceeds. All proceeds of the foregoing, however and
         whenever acquired and in whatever form.

         Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that an Obligor may from time to time
hereafter deliver additional shares of stock to the Administrative Agent as
collateral security for the Obligor Obligations. Upon delivery to the
Administrative Agent, such additional shares of stock shall be deemed to be part
of the Pledged Collateral of such Obligor and shall be subject to the terms of
this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such
additional shares.

         3. Security for Obligor Obligations. The security interest created
hereby in the Pledged Collateral of each Obligor constitutes continuing
collateral security for all of the Credit Party Obligations, now existing or
hereafter arising pursuant to the Credit Documents, owing from the Borrower or
any other Credit Party to any Lender, any Affiliate of a Lender or the
Administrative Agent, howsoever evidenced, created, incurred or acquired,
whether primary, secondary, direct, contingent, or joint and several, including,
without limitation, all liabilities arising under Hedging Agreements and all
obligations and liabilities incurred in connection with collecting and enforcing
the foregoing (collectively, the "Obligor Obligations").

         4. Delivery of the Pledged Collateral. Each Obligor hereby agrees that:

                  (a) Each Obligor shall deliver to the Administrative Agent (i)
         simultaneously with or prior to the execution and delivery of this
         Pledge Agreement, all certificates representing Pledged Shares to be
         pledged by such Obligor hereunder and (ii) promptly upon the receipt
         thereof by or on behalf of an Obligor, all other certificates and
         instruments constituting Pledged Collateral to be pledged by such
         Obligor hereunder. Prior to delivery to the Administrative Agent, all
         such certificates and instruments constituting Pledged Collateral to be
         pledged by such Obligor hereunder shall be held in trust by such
         Obligor for the benefit of the Administrative Agent pursuant hereto.
         All such certificates shall be delivered in suitable form for transfer
         by delivery or shall be accompanied by duly executed instruments of
         transfer or assignment in blank, substantially in the form provided in
         Exhibit 4(a) attached hereto.

                  (b) Additional Securities. If such Obligor shall receive by
         virtue of its being or having been the owner of any Pledged Collateral,
         any (i) stock certificate, including without limitation, any
         certificate representing a stock dividend or distribution in connection
         with any increase or reduction of capital, reclassification, merger,
         consolidation, sale of assets, combination of shares, stock splits,
         spin-off or split-off, promissory notes or other instrument; (ii)
         option or right, whether as an addition to, substitution for, or an
         exchange for, any Pledged Collateral or otherwise; (iii) dividends
         payable in securities; or (iv) distributions of securities in
         connection with a partial or total liquidation, dissolution or
         reduction of capital, capital surplus or paid-in surplus, then such
         Obligor shall receive such stock certificate, instrument, option, right
         or distribution


                                       3
<PAGE>
         in trust for the benefit of the Administrative Agent, shall segregate
         it from such Obligor's other property and shall deliver it forthwith to
         the Administrative Agent in the exact form received together with any
         necessary endorsement and/or appropriate stock power duly executed in
         blank, substantially in the form provided in Exhibit 4(a), to be held
         by the Administrative Agent as Pledged Collateral and as further
         collateral security for the Obligor Obligations.

                  (c) Financing Statements. Each Obligor shall execute and
         deliver to the Administrative Agent such UCC or other applicable
         financing statements as may be reasonably requested by the
         Administrative Agent in order to perfect and protect the security
         interest created hereby in the Pledged Collateral to be pledged by such
         Obligor hereunder.

         5. Representations and Warranties. Each Obligor hereby represents and
warrants to the Administrative Agent, for the benefit of the Lenders, that until
such time as the Credit Party Obligations are Fully Satisfied:

                  (a) Authorization of Pledged Shares. The Pledged Shares are
         duly authorized and validly issued, are fully paid and nonassessable
         and the issuance thereof did not violate the preemptive rights of any
         Person. All other shares of stock constituting Pledged Collateral will
         be duly authorized and validly issued, fully paid and nonassessable and
         the issuance thereof will not violate the preemptive rights of any
         Person.

                  (b) Title. Each Obligor has good and indefeasible title to the
         Pledged Collateral pledged by such Obligor hereunder and will at all
         times be the legal and beneficial owner of such Pledged Collateral free
         and clear of any Lien, other than Permitted Liens. To the knowledge of
         such Obligor, there exists no "adverse claim" within the meaning of
         Section 8-302 of the Uniform Commercial Code as in effect in the State
         of New York as of the date hereof (the "UCC") with respect to the
         Pledged Shares of such Obligor.

                  (c) Exercising of Rights. The exercise by the Administrative
         Agent of its rights and remedies hereunder will not violate any law or
         governmental regulation in effect on the date of this Pledge Agreement
         or any material contractual restriction binding on or affecting an
         Obligor or any of its property.

                  (d) Legal Name and Location of Obligor. Such Obligor's exact
         legal name is as shown in this Pledge Agreement. Each Obligor's state
         of formation, chief executive office and chief place of business are
         (and for the four months prior to the Closing Date have been) located
         at the locations set forth on Schedule 6.20(c) to the Credit Agreement,
         and each Obligor keeps its books and records at such locations. Except
         in connection with the Transaction, no Obligor has in the past four
         months changed its name, been party to a merger, consolidation or other
         change in structure or used any tradename except as set forth in
         Schedule 5(d) attached hereto.


                                       4
<PAGE>
                  (e) Obligor's Authority. No authorization, approval or action
         by, and no notice or filing with any Governmental Authority or with the
         issuer of any Pledged Shares (other than that which has been obtained)
         is required either (i) for the pledge made by an Obligor or for the
         granting of the security interest by an Obligor pursuant to this Pledge
         Agreement or (ii) for the exercise by the Administrative Agent or the
         Lenders of their rights and remedies hereunder (except as may be
         required by laws affecting the offering and sale of securities).

                  (f) Security Interest/Priority. This Pledge Agreement creates
         a valid security interest in favor of the Administrative Agent for the
         benefit of the Lenders, in the Pledged Collateral. The taking
         possession by the Administrative Agent of the certificates representing
         any certificated Pledged Shares and all other certificates and
         instruments constituting Pledged Collateral will perfect and establish
         the first priority of the Administrative Agent's security interest in
         such Pledged Shares and, when properly perfected by filing or
         registration, in all other Pledged Collateral securing the Obligor
         Obligations. Except as set forth in this Section 5(f), no action is
         necessary to perfect or otherwise protect such security interest.

                  (g) No Other Shares. As of the Closing Date, no Obligor owns
         any shares of Capital Stock in any Wholly-Owned Subsidiary other than
         as set forth on Schedule 2(a) attached hereto.

         6. Covenants. Each Obligor hereby covenants that until such time as the
Credit Party Obligations are Fully Satisfied such Obligor shall:

                  (a) Defense of Title. Warrant and defend title to and
         ownership of the Pledged Collateral of such Obligor at its own expense
         against the claims and demands of all other parties claiming an
         interest therein, keep the Pledged Collateral free from all Liens,
         except for Permitted Liens, and not sell, exchange, transfer, assign,
         lease or otherwise dispose of Pledged Collateral of such Obligor or any
         interest therein, except as permitted under the Credit Agreement and
         the other Credit Documents.

                  (b) Further Assurances. Each Obligor hereby authorizes the
         Administrative Agent to prepare and file such financing statements
         (including renewal statements) or amendments thereof or supplements
         thereto or other instruments as the Administrative Agent may from time
         to time reasonably deem necessary or appropriate in order to perfect
         and maintain the security interests granted hereunder in accordance
         with the UCC. Each Obligor shall promptly execute and deliver at its
         expense all further instruments and documents and take all further
         action that may be reasonably necessary and desirable or that the
         Administrative Agent may reasonably request in order to (i) perfect and
         protect the security interest created hereby in the Pledged Collateral
         of such Obligor (including without limitation any and all action
         necessary to reasonably satisfy the Administrative Agent that the
         Administrative Agent has obtained a first priority perfected security
         interest in any Capital Stock); (ii) enable the Administrative Agent to
         exercise and enforce its rights and remedies hereunder in respect of
         the Pledged Collateral of such Obligor; and (iii) otherwise effect the
         purposes of this Pledge Agreement, including,


                                       5
<PAGE>
         without limitation and if requested by the Administrative Agent,
         delivering to the Administrative Agent irrevocable proxies in respect
         of the Pledged Collateral of such Obligor.

                  (c) Amendments. Not make or consent to any amendment or other
         modification or waiver with respect to any of the Pledged Collateral of
         such Obligor or enter into any agreement or allow to exist any
         restriction with respect to any of the Pledged Collateral of such
         Obligor other than pursuant hereto or as not prohibited by the Credit
         Agreement.

                  (d) Compliance with Securities Laws. File all reports and
         other information now or hereafter required to be filed by such Obligor
         with the United States Securities and Exchange Commission and any other
         Governmental Authority in connection with the ownership of the Pledged
         Collateral of such Obligor.

         7. Advances by Lenders. On failure of any Obligor to perform any of the
covenants and agreements contained herein and upon written notice to such
Obligor, the Administrative Agent may, at its sole option and in its sole
discretion, perform the same and in so doing may expend such sums as the
Administrative Agent may reasonably deem advisable in the performance thereof,
including, without limitation, the payment of any taxes, a payment to obtain a
release of a Lien or potential Lien, expenditures made in defending against any
adverse claim and all other expenditures which the Administrative Agent or the
Lenders may make for the protection of the security hereof or which may be
compelled to make by operation of law. All such sums and amounts so expended
shall be repayable by the Obligors on a joint and several basis promptly upon
timely notice thereof and demand therefor, shall constitute additional Obligor
Obligations and shall bear interest from the date said amounts are expended
until the date five Business Days thereafter at the rate for Revolving Loans
that are Base Rate Loans, and thereafter at the default rate specified in
Section 3.1 of the Credit Agreement for Revolving Loans that are Base Rate
Loans. No such performance of any covenant or agreement by the Administrative
Agent or the Lenders on behalf of any Obligor, and no such advance or
expenditure therefor, shall relieve the Obligors of any Default or Event of
Default. The Lenders may make any payment hereby authorized in accordance with
any bill, statement or estimate procured from the appropriate public office or
holder of the claim to be discharged without inquiry into the accuracy of such
bill, statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being
contested in good faith by an Obligor in appropriate proceedings in a manner
which stays payment thereof and against which adequate reserves are being
maintained in accordance with GAAP.

         8. Events of Default. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an Event of Default
hereunder (an "Event of Default").

         9. Remedies.

                  (a) General Remedies. Upon the occurrence of an Event of
         Default and during the continuation thereof, the Administrative Agent
         and the Lenders shall have, in respect of the Pledged Collateral of any
         Obligor, in addition to levy of attachment,


                                       6
<PAGE>
         garnishment and the rights and remedies provided herein, in the Credit
         Documents, in the Hedging Agreements between any Obligor and any
         Lender, or any Affiliate of a Lender, or by law, the rights and
         remedies of a secured party under the UCC or any other applicable law.

                  (b) Sale of Pledged Collateral. Upon the occurrence of an
         Event of Default and during the continuation thereof, without limiting
         the generality of this Section and without notice, the Administrative
         Agent may, in its sole discretion, sell or otherwise dispose of or
         realize upon the Pledged Collateral, or any part thereof, in one or
         more parcels, at public or private sale, at any exchange or broker's
         board or elsewhere, at such price or prices and on such other terms as
         are commercially reasonable, for cash, credit or for future delivery or
         otherwise in accordance with applicable law. To the extent permitted by
         law, any Lender may in such event, bid for the purchase of such
         securities. Each Obligor agrees that, to the extent notice of sale
         shall be required by law and has not been waived by such Obligor, any
         requirement of reasonable notice shall be met if notice, specifying the
         place of any public sale or the time after which any private sale is to
         be made, is personally served on or mailed, postage prepaid, to such
         Obligor, in accordance with the notice provisions of Section 11.1 of
         the Credit Agreement at least 10 days before the time of such sale. The
         Administrative Agent shall not be obligated to make any sale of Pledged
         Collateral of such Obligor regardless of notice of sale having been
         given. The Administrative Agent may adjourn any public or private sale
         from time to time by announcement at the time and place fixed therefor,
         and such sale may, without further notice, be made at the time and
         place to which it was so adjourned.

                  (c) Private Sale. Upon the occurrence of an Event of Default
         and during the continuation thereof, the Obligors recognize that the
         Administrative Agent may deem it impracticable to effect a public sale
         of all or any part of the Pledged Shares or any of the securities
         constituting Pledged Collateral and that the Administrative Agent may,
         therefore, determine to make one or more private sales of any such
         securities to a restricted group of purchasers who will be obligated to
         agree, among other things, to acquire such securities for their own
         account, for investment and not with a view to the distribution or
         resale thereof. Each Obligor acknowledges that any such private sale
         may be at prices and on terms less favorable to the seller than the
         prices and other terms which might have been obtained at a public sale
         and, notwithstanding the foregoing, agrees that such private sale shall
         be deemed to have been made in a commercially reasonable manner and
         that the Administrative Agent shall have no obligation to delay sale of
         any such securities for the period of time necessary to permit the
         issuer of such securities to register such securities for public sale
         under the Securities Act. Each Obligor further acknowledges and agrees
         that any offer to sell such securities which has been (i) publicly
         advertised on a bona fide basis in a newspaper or other publication of
         general circulation in the financial community of New York, New York
         (to the extent that such offer may be advertised without prior
         registration under the Securities Act), or (ii) made privately in the
         manner described above shall be deemed to involve a "public sale" under
         the UCC, notwithstanding that such sale may not constitute a "public
         offering" under the Securities Act, and the Administrative Agent may,
         in such event, bid for the purchase of such securities.


                                       7
<PAGE>
                  (d) Retention of Pledged Collateral. In addition to the rights
         and remedies hereunder, upon the occurrence and during the continuance
         of an Event of Default the Administrative Agent shall have the rights
         afforded to a secured party under Sections 9-620 and 9-621 (or similar
         provision) of the UCC. The Administrative Agent shall not be deemed to
         have retained any Pledged Collateral pledged by any Obligor in
         satisfaction of any Obligor Obligations unless and until the
         Administrative Agent shall have entered into a written agreement with
         such Obligor to that effect.

                  (e) Deficiency. In the event that the proceeds of any sale,
         collection or realization are insufficient to pay all amounts to which
         the Administrative Agent or the Lenders are legally entitled, the
         Obligors shall be jointly and severally liable for the deficiency,
         together with interest thereon at the default rate specified in Section
         3.1 of the Credit Agreement for Revolving Loans that are Base Rate
         Loans, together with the costs of collection and the reasonable fees of
         any attorneys employed by the Administrative Agent to collect such
         deficiency. Any surplus remaining after the full payment and
         satisfaction of the Obligor Obligations shall be returned to the
         Obligors or to whomsoever a court of competent jurisdiction shall
         determine to be entitled thereto.

         10.      Rights of the Administrative Agent.

                  (a) Power of Attorney. In addition to other powers of attorney
         contained herein, each Obligor hereby designates and appoints the
         Administrative Agent, on behalf of the Lenders, and each of its
         designees or agents as attorney-in-fact of such Obligor, irrevocably
         and with power of substitution, with authority to take any or all of
         the following actions upon the occurrence and during the continuance of
         an Event of Default:

                           (i) to demand, collect, settle, compromise, adjust
                  and give discharges and releases concerning the Pledged
                  Collateral pledged by such Obligor hereunder, all as the
                  Administrative Agent may reasonably determine;

                           (ii) to commence and prosecute any actions at any
                  court for the purposes of collecting any of the Pledged
                  Collateral pledged by such Obligor hereunder and enforcing any
                  other right in respect thereof;

                           (iii) to defend, settle or compromise any action
                  brought and, in connection therewith, give such discharge or
                  release as the Administrative Agent may deem reasonably
                  appropriate;

                           (iv) to pay or discharge taxes, liens, security
                  interests, or other encumbrances levied or placed on or
                  threatened against the Pledged Collateral pledged by such
                  Obligor hereunder;

                           (v) to direct any parties liable for any payment
                  under any of the Pledged Collateral to make payment of any and
                  all monies due


                                       8
<PAGE>
                  and to become due thereunder directly to the Administrative
                  Agent or as the Administrative Agent shall direct;

                           (vi) to receive payment of and receipt for any and
                  all monies, claims, and other amounts due and to become due at
                  any time in respect of or arising out of any Pledged
                  Collateral pledged by such Obligor hereunder;

                           (vii) to sign and endorse any drafts, assignments,
                  proxies, stock powers, verifications, notices and other
                  documents relating to the Pledged Collateral pledged by such
                  Obligor hereunder;

                           (viii) to settle, compromise or adjust any suit,
                  action or proceeding described above and, in connection
                  therewith, to give such discharges or releases as the
                  Administrative Agent may deem reasonably appropriate;

                           (ix) execute and deliver all assignments,
                  conveyances, statements, financing statements, renewal
                  financing statements, pledge agreements, affidavits, notices
                  and other agreements, instruments and documents that the
                  Administrative Agent may reasonably determine necessary in
                  order to perfect and maintain the security interests and liens
                  granted in this Pledge Agreement and in order to fully
                  consummate all of the transactions contemplated therein;

                           (x) to exchange any of the Pledged Collateral pledged
                  by such Obligor hereunder or other property upon any merger,
                  consolidation, reorganization, recapitalization or other
                  readjustment of the issuer thereof and, in connection
                  therewith, deposit any of the Pledged Collateral of such
                  Obligor with any committee, depository, transfer agent,
                  registrar or other designated agency upon such terms as the
                  Administrative Agent may reasonably determine;

                           (xi) to sign an instrument in writing, sanctioning
                  the transfer of any or all of the Pledged Shares of such
                  Obligor into the name of the Administrative Agent or one or
                  more of the Lenders or into the name of any transferee to whom
                  the Pledged Shares of such Obligor or any part thereof may be
                  sold pursuant to Section 10 hereof; and

                           (xii) to do and perform all such other acts and
                  things as the Administrative Agent may reasonably deem to be
                  necessary, proper or convenient in connection with the Pledged
                  Collateral pledged by such Obligor hereunder to the extent
                  permitted by applicable law and to effect the purposes of this
                  Pledge Agreement.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable for so long as any of the Credit Party Obligations are not
         Fully Satisfied. The Administrative Agent shall be under no duty to
         exercise or withhold the exercise of any of the rights, powers,
         privileges and options expressly or implicitly granted to the
         Administrative Agent in this Pledge Agreement, and shall not be liable
         for any failure to do so or any


                                       9
<PAGE>
         delay in doing so. This power of attorney is conferred on the
         Administrative Agent solely to protect, preserve and realize upon its
         security interest in Pledged Collateral.

                  (b) Performance by the Administrative Agent of Obligor's
         Obligations. If any Obligor fails to perform any agreement or
         obligation contained herein, the Administrative Agent itself may
         perform, or cause performance of, such agreement or obligation, and the
         expenses of the Administrative Agent incurred in connection therewith
         shall be payable by the Obligors on a joint and several basis pursuant
         to Section 13 hereof.

                  (c) Assignment by the Administrative Agent. The Administrative
         Agent may from time to time assign the Obligor Obligations and the
         Pledged Collateral to any successor Administrative Agent appointed in
         accordance with Section 10.9 of the Credit Agreement, and the assignee
         shall be entitled to all of the rights and remedies of the
         Administrative Agent under this Pledge Agreement in relation thereto.

                  (d) The Administrative Agent's Duty of Care. Other than the
         exercise of reasonable care to assure the safe custody of the Pledged
         Collateral while being held by the Administrative Agent hereunder, the
         Administrative Agent shall have no duty or liability to preserve rights
         pertaining thereto, it being understood and agreed that Obligors shall
         be responsible for preservation of all rights in the Pledged Collateral
         of such Obligor, and the Administrative Agent shall be relieved of all
         responsibility for Pledged Collateral upon surrendering it or tendering
         the surrender of it to the Obligors. The Administrative Agent shall be
         deemed to have exercised reasonable care in the custody and
         preservation of the Pledged Collateral in its possession if such
         Pledged Collateral is accorded treatment substantially equal to that
         which the Administrative Agent accords its own property, which shall be
         no less than the treatment employed by a reasonable and prudent agent
         in the industry, it being understood that the Administrative Agent
         shall not have responsibility for (i) ascertaining or taking action
         with respect to calls, conversions, exchanges, maturities, tenders or
         other matters relating to any Pledged Collateral, whether or not the
         Administrative Agent has or is deemed to have knowledge of such
         matters; or (ii) taking any necessary steps to preserve rights against
         any parties with respect to any Pledged Collateral.

                  (e)      Voting Rights in Respect of the Pledged Collateral.

                           (i) Subject to clause (ii) below, to the extent
                  permitted by law, each Obligor may exercise any and all voting
                  and other consensual rights pertaining to the Pledged
                  Collateral of such Obligor or any part thereof for any purpose
                  not inconsistent with the terms of this Pledge Agreement or
                  the Credit Agreement; and

                           (ii) Upon the occurrence and during the continuance
                  of an Event of Default, all rights of an Obligor to exercise
                  the voting and other consensual rights which it would
                  otherwise be entitled to exercise pursuant to clause (i) above
                  shall upon written notice from the Administrative Agent
                  stating its intention to exercise its rights under this
                  Section 10(e)(ii) cease and all such rights shall thereupon


                                       10
<PAGE>
                  become vested in the Administrative Agent which shall then
                  have the sole right to exercise such voting and other
                  consensual rights.

                  (f)      Dividend Rights in Respect of the Pledged Collateral.

                           (i) Subject to clause (ii) below, each Obligor may
                  receive and retain any and all dividends (other than stock
                  dividends and other dividends constituting Pledged Collateral
                  which are addressed hereinabove) or interest paid in respect
                  of the Pledged Collateral to the extent they are allowed under
                  the Credit Agreement.

                           (ii) Upon the occurrence and during the continuance
                  of an Event of Default:

                                    (A) upon written notice from the
                           Administrative Agent stating its intention to
                           exercise its rights under Section 10(e)(ii), all
                           rights of an Obligor to receive the dividends and
                           interest payments which it would otherwise be
                           authorized to receive and retain pursuant to clause
                           (i) above shall cease and all such rights shall
                           thereupon be vested in the Administrative Agent which
                           shall then have the sole right to receive and hold as
                           Pledged Collateral such dividends and interest
                           payments; and

                                    (B) all dividends and interest payments
                           which are received by an Obligor contrary to the
                           provisions of paragraph (A) of this Section shall be
                           received in trust for the benefit of the
                           Administrative Agent, shall be segregated from other
                           property or funds of such Obligor, and shall be
                           forthwith paid over to the Administrative Agent as
                           Pledged Collateral in the exact form received, to be
                           held by the Administrative Agent as Pledged
                           Collateral and as further collateral security for the
                           Obligor Obligations.

                  (g) Release of Pledged Collateral. The Administrative Agent
         may release any of the Pledged Collateral from this Pledge Agreement or
         may substitute any of the Pledged Collateral for other Pledged
         Collateral without altering, varying or diminishing in any way the
         force, effect, lien, pledge or security interest of this Pledge
         Agreement as to any Pledged Collateral not expressly released or
         substituted, and this Pledge Agreement shall continue as a first
         priority lien on all Pledged Collateral not expressly released or
         substituted.

         11. Application of Proceeds. After acceleration of the Credit Party
Obligations pursuant to Section 9.2 of the Credit Agreement, any payments in
respect of the Obligor Obligations and any proceeds of any Pledged Collateral,
when received by the Administrative Agent or any of the Lenders in cash or its
equivalent, will be applied in reduction of the Obligor Obligations in the order
set forth in Section 3.15(b) of the Credit Agreement, and each Obligor
irrevocably waives the right to direct the application of such payments and
proceeds.

         12. Costs of Counsel. At all times hereafter, the Obligors agree to
promptly pay upon demand any and all reasonable costs and expenses of the
Administrative Agent or the Lenders,


                                       11
<PAGE>
(a) as required under Section 11.5 of the Credit Agreement and (b) as necessary
to protect the Pledged Collateral or to exercise any rights or remedies under
this Pledge Agreement or with respect to any Pledged Collateral. All of the
foregoing costs and expenses shall constitute Obligor Obligations hereunder
secured by the Pledged Collateral.

         13.      Continuing Agreement.

                  (a) This Pledge Agreement shall be a continuing agreement in
         every respect and shall remain in full force and effect until such time
         as the Credit Party Obligations are Fully Satisfied. At such time as
         the Credit Party Obligations are Fully Satisfied, this Pledge Agreement
         shall be automatically terminated and the Administrative Agent and the
         Lenders shall, upon the request and at the expense of the Obligors,
         forthwith release all of its liens and security interests hereunder and
         shall execute and deliver all UCC termination statements and/or other
         documents reasonably requested by the Obligors evidencing such
         termination. Notwithstanding the foregoing all releases and indemnities
         provided hereunder shall survive termination of this Pledge Agreement.

                  (b) This Pledge Agreement shall continue to be effective or be
         automatically reinstated, as the case may be, if at any time payment,
         in whole or in part, of any of the Obligor Obligations is rescinded or
         must otherwise be restored or returned by the Administrative Agent or
         any Lender as a preference, fraudulent conveyance or otherwise under
         any bankruptcy, insolvency or similar law, all as though such payment
         had not been made; provided that in the event payment of all or any
         part of the Obligor Obligations is rescinded or must be restored or
         returned, all reasonable costs and expenses (including without
         limitation any reasonable legal fees and disbursements) incurred by the
         Administrative Agent or any Lender in defending and enforcing such
         reinstatement shall be deemed to be included as a part of the Obligor
         Obligations secured by the Pledged Collateral.

         14. Amendments; Waivers; Modifications. This Pledge Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 11.6 of the Credit Agreement.

         15. Successors in Interest. This Pledge Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Obligor, its successors and assigns and shall inure, together with the rights
and remedies of the Administrative Agent and the Lenders hereunder, to the
benefit of the Administrative Agent and the Lenders and their successors and
permitted assigns; provided, however, that none of the Obligors may assign its
rights or delegate its duties hereunder without the prior written consent of
each Lender or the Required Lenders, as required by the Credit Agreement.

         16. Notices. All notices required or permitted to be given under this
Pledge Agreement shall be in conformance with Section 11.1 of the Credit
Agreement.

         17. Counterparts. This Pledge Agreement may be executed in any number
of counterparts, each of which where so executed and delivered shall be an
original, but all of


                                       12
<PAGE>
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Pledge Agreement to produce or account for more than one
such counterpart.

         18. Headings. The headings of the sections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Pledge Agreement.

         19. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury
Trial. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. The terms of Section 11.10 of the Credit
Agreement are incorporated herein by reference, mutatis mutandis, and the
parties hereto agree to such terms.

         20. Severability. If any provision of this Pledge Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         21. Entirety. This Pledge Agreement, the other Credit Documents and the
Hedging Agreements between any Obligor and any Lender, or any Affiliate of a
Lender, represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Credit
Documents, the Hedging Agreements between any Obligor and any Lender, or any
Affiliate of a Lender, or the transactions contemplated herein and therein.

         22. Survival. All representations and warranties of the Obligors
hereunder shall survive the execution and delivery of this Pledge Agreement, the
other Credit Documents and the Hedging Agreements between any Obligor and any
Lender, or any Affiliate of a Lender, the delivery of the Notes and the making
of the Loans and the issuance of the Letters of Credit under the Credit
Agreement.

         23. Other Security. To the extent that any of the Obligor Obligations
are now or hereafter secured by property other than the Pledged Collateral
(including, without limitation, real and other personal property owned by an
Obligor), or by a guarantee, endorsement or property of any other Person, then
the Administrative Agent and the Lenders shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence and during the
continuance of any Event of Default, and the Administrative Agent and the
Lenders have the right, in their sole discretion, to determine which rights,
security, liens, security interests or remedies the Administrative Agent and the
Lenders shall at any time pursue, relinquish, subordinate, modify or take with
respect thereto, without in any way modifying or affecting any of them or any of
the Administrative Agent's and the Lenders' rights or the Obligor Obligations
under this Pledge Agreement, under any other of the Credit Documents or under
any Hedging Agreement between any Obligor and any Lender, or any Affiliate of a
Lender.


                                       13
<PAGE>
         24.      Joint and Several Obligations of Obligors.

                  (a) Each of the Obligors is accepting joint and several
         liability hereunder in consideration of the financial accommodation to
         be provided by the Lenders under the Credit Agreement, for the mutual
         benefit, directly and indirectly, of each of the Obligors and in
         consideration of the undertakings of each of the Obligors to accept
         joint and several liability for the obligations of each of them.

                  (b) Each of the Obligors jointly and severally hereby
         irrevocably and unconditionally accepts, not merely as a surety but
         also as a co-debtor, joint and several liability with the other
         Obligors with respect to the payment and performance of all of the
         Obligor Obligations arising under this Pledge Agreement, the other
         Credit Documents and the Hedging Agreements between any Obligor and any
         Lender, or any Affiliate of a Lender, it being the intention of the
         parties hereto that all the Obligor Obligations shall be the joint and
         several obligations of each of the Obligors without preferences or
         distinction among them.

                  (c) Notwithstanding any provision to the contrary contained
         herein, in any other of the Credit Documents or in any Hedging
         Agreement between any Obligor and any Lender, or any Affiliate of a
         Lender, the obligations of each Guarantor under the Credit Agreement
         and the other Credit Documents shall be limited to an aggregate amount
         equal to the largest amount that would not render such obligations
         subject to avoidance under Section 548 of the Bankruptcy Code or any
         comparable provisions of any applicable state law.

         25. Rights of Required Lenders. All rights of the Administrative Agent
hereunder, if not exercised by the Administrative Agent, may be exercised by the
Required Lenders, who shall give notice to the Obligors of any such exercise.

                  [remainder of page intentionally left blank]


                                       14
<PAGE>
         Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above written.

<TABLE>
<S>                                         <C>
BORROWER:                                   INSIGHT HEALTH SERVICES CORP.

                                            By:
                                               -----------------------------------------
                                            Name:
                                                 ---------------------------------------
                                            Title:
                                                  --------------------------------------


GUARANTORS:                                 INSIGHT HEALTH SERVICES HOLDINGS CORP.
                                            INSIGHT HEALTH CORP.
                                            OPEN MRI, INC.
                                            MAXUM HEALTH CORP.
                                            RADIOSURGERY CENTERS, INC.
                                            MAXUM HEALTH SERVICES CORP.
                                            DIAGNOSTIC SOLUTIONS CORP.
                                            MAXUM HEALTH SERVICES
                                                     OF NORTH TEXAS, INC.
                                            MAXUM HEALTH SERVICES
                                                     OF DALLAS, INC.
                                            NDDC, INC.
                                            SIGNAL MEDICAL SERVICES, INC.
                                            MRI ASSOCIATES, L.P.

                                            By:
                                               -----------------------------------------
                                            Name:
                                                  --------------------------------------
                                            Title:
                                                   -------------------------------------
</TABLE>


Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------



                                       15
<PAGE>
                                  Schedule 2(a)

                                       to

                                Pledge Agreement

                          dated as of October 17, 2001

                        in favor of Bank of America, N.A.

                             as Administrative Agent

                                 PLEDGED SHARES

OBLIGOR:  <<BORROWER>>

<TABLE>
<CAPTION>
Name of Subsidiary                     Number of Shares       Certificate Number       Percentage Ownership
------------------                     ----------------       ------------------       --------------------
<S>                                    <C>                    <C>                      <C>
Subsidiaries
</TABLE>


OBLIGOR:

<TABLE>
<CAPTION>
Name of Subsidiary                     Number of Shares      Certificate Number         Percentage Ownership
------------------                     ----------------      ------------------         --------------------
<S>                                    <C>                   <C>                        <C>
Subsidiaries
</TABLE>


                                       16
<PAGE>
                                  SCHEDULE 5(d)

         MERGERS, CONSOLIDATIONS, CHANGE IN STRUCTURE OR USE OF TRADENAMES



                                       17
<PAGE>
                                  Exhibit 4(a)

                                       to

                                Pledge Agreement

                          dated as of October 17, 2001

                        in favor of Bank of America, N.A.

                             as Administrative Agent

                             Irrevocable Stock Power

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to



the following shares of Capital Stock of _____________________, a ____________
corporation:

<TABLE>
<CAPTION>
                  No. of Shares                       Certificate No.
                  -------------                       ---------------
<S>                                                   <C>
</TABLE>

and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such Capital Stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.
The effectiveness of a transfer pursuant to this stock power shall be subject to
any and all transfer restrictions referenced on the face of the certificates
evidencing such interest or in the certificate of incorporation or bylaws of the
subject corporation, to the extent they may from time to time exist.

                                       -----------------------------------------

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       18
<PAGE>
                                  SCHEDULE 1.1F

                           FORM OF SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "Security Agreement") is entered into as
of October 17, 2001 among INSIGHT HEALTH SERVICES CORP., a Delaware corporation
(the "Borrower"), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation
(the "Parent") and certain Subsidiaries of the Borrower (individually a
"Guarantor" and collectively the "Guarantors"; together with the Borrower,
individually an "Obligor", and collectively the "Obligors") and BANK OF AMERICA,
N.A., in its capacity as administrative agent (in such capacity, the
"Administrative Agent") for the lenders from time to time party to the Credit
Agreement described below (the "Lenders").

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement, dated as of the
date hereof (as amended, modified, extended, renewed or replaced from time to
time, the "Credit Agreement"), among the Borrower, the Guarantors, the Lenders,
The CIT Group/Business Credit, Inc., as Documentation Agent, First Union
National Bank, as Syndication Agent, and the Administrative Agent, the Lenders
have agreed to make Loans and issue Letters of Credit upon the terms and subject
to the conditions set forth therein; and

         WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
to issue Letters of Credit under the Credit Agreement that the Obligors shall
have executed and delivered this Security Agreement to the Administrative Agent
for the ratable benefit of the Lenders.

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       Definitions.

                  (a) Capitalized terms used and not otherwise defined herein
         shall have the meanings ascribed to such terms in the Credit Agreement,
         and the following terms which are defined in the Uniform Commercial
         Code in effect in the State of New York on the date hereof are used
         herein as so defined: Accessions, Accounts, As-Extracted Collateral,
         Chattel Paper, Commercial Tort Claims, Consumer Goods, Deposit
         Accounts, Documents, Electronic Chattel Paper, Equipment, Farm
         Products, Fixtures, General Intangibles, Goods, Instruments, Inventory,
         Investment Property, Letter-of-Credit Rights, Manufactured Homes,
         Proceeds, Software, Standing Timber, Supporting Obligation and Tangible
         Chattel Paper. For purposes of this Security Agreement, the term
         "Lender" shall include any Affiliate of any Lender which has entered
         into a Hedging Agreement with any Credit Party.

                  (b) In addition, the following terms shall have the following
         meanings:
<PAGE>
                  "Copyright Licenses": any written or oral agreement, naming
         any Obligor as licensor or licensee, granting any right under any
         Copyright including, without limitation, any thereof referred to in
         Schedule 6.17 to the Credit Agreement.

                  "Copyrights": (a) all registered United States copyrights in
         all Works, now existing or hereafter created or acquired, all
         registrations and recordings thereof, and all applications in
         connection therewith, including, without limitation, registrations,
         recordings and applications in the United States Copyright office
         including, without limitation, any thereof referred to in Schedule 6.17
         to the Credit Agreement, and (b) all renewals thereof including,
         without limitation, any thereof referred to Schedule 6.17 to the Credit
         Agreement.

                  "Patent License": all agreements, whether written or oral,
         providing for the grant by or to an Obligor of any right to
         manufacture, use or sell any invention covered by a Patent, including,
         without limitation, any thereof referred to in Schedule 6.17 to the
         Credit Agreement.

                  "Patents": (a) all letters patent of the United States or any
         other country and all reissues and extensions thereof, including,
         without limitation, any thereof referred to in Schedule 6.17 to the
         Credit Agreement, and (b) all applications for letters patent of the
         United States or any other country and all divisions, continuations and
         continuations-in-part thereof, including, without limitation, any
         thereof referred to in Schedule 6.17 to the Credit Agreement.

                  "Secured Obligations": the collective reference to all of the
         Credit Party Obligations, now existing or hereafter arising pursuant to
         the Credit Documents, owing from the Borrower or any other Credit Party
         to any Lender or the Administrative Agent, howsoever evidenced,
         created, incurred or acquired, whether primary, secondary, direct,
         contingent, or joint and several, including, without limitation, all
         liabilities arising under Hedging Agreements between any Obligor and
         any Lender and all obligations and liabilities incurred in connection
         with collecting and enforcing the foregoing.

                  "Trademark License": means any agreement, written or oral,
         providing for the grant by or to an Obligor of any right to use any
         Trademark, including, without limitation, any thereof referred to in
         Schedule 6.17 to the Credit Agreement.

                  "Trademarks": (a) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         and the goodwill associated therewith, now existing or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         applications in connection therewith, whether in the United States
         Patent and Trademark Office or in any similar office or agency of the
         United States, any State thereof or any other country or any political
         subdivision thereof, or otherwise, including, without limitation, any
         thereof referred to in Schedule 6.17 to the Credit Agreement, and (b)
         all renewals thereof.


                                       2
<PAGE>
                  "Work": any work which is subject to copyright protection
         pursuant to Title 17 of the United States Code.

         2. Grant of Security Interest in the Collateral. To secure the prompt
payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
each Obligor hereby grants to the Administrative Agent, for the benefit of the
Lenders, a continuing security interest in, and a right to set off against, any
and all right, title and interest of such Obligor in and to the personal
property of the Obligors (to the extent not constituting Excluded Property),
whether now owned or existing or owned, acquired, or arising hereafter, and
wherever located (collectively, the "Collateral") including, without limitation,
the following:

                  (a)      all Accounts;

                  (b)      all cash and Cash Equivalents;

                  (c)      all Chattel Paper;

                  (d)      those certain Commercial Tort Claims of the Obligors
                           set forth on Schedule 2(d) attached hereto;

                  (e)      all Copyrights;

                  (f)      all Copyright Licenses;

                  (g)      all Deposit Accounts;

                  (h)      all Documents;

                  (i)      all Equipment;

                  (j)      all Fixtures;

                  (k)      all General Intangibles;

                  (l)      all Instruments;

                  (m)      all Inventory;

                  (n)      all Investment Property;

                  (o)      all Letter-of-Credit Rights;

                  (p)      all Patents;

                  (q)      all Patent Licenses;


                                       3
<PAGE>
                  (r)      all Software;

                  (s)      all Supporting Obligations;

                  (t)      all Trademarks;

                  (u)      all Trademark Licenses;

                  (v)      all Accessions; and

                  (w)      Proceeds of any and all of the foregoing.

         The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest created hereby in the
Collateral (i) constitutes continuing collateral security for all of the Secured
Obligations, whether now existing or hereafter arising and (ii) is not to be
construed as an assignment of any Copyrights, Copyright Licenses, Patents,
Patent Licenses, Trademarks or Trademark Licenses.

         3. Provisions Relating to Accounts. Anything herein to the contrary
notwithstanding, each of the Obligors shall remain liable under each of the
Accounts to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Account. Neither the Administrative Agent nor
any Lender shall have any obligation or liability under any Account (or any
agreement giving rise thereto) by reason of or arising out of this Security
Agreement or the receipt by the Administrative Agent or any Lender of any
payment relating to such Account pursuant hereto, nor shall the Administrative
Agent or any Lender be obligated in any manner to perform any of the obligations
of an Obligor under or pursuant to any Account (or any agreement giving rise
thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rise
thereto), to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

         4. Representations and Warranties. Each Obligor hereby represents and
warrants to the Administrative Agent, for the benefit of the Lenders, that until
such time as the Credit Party Obligations are Fully Satisfied:

                  (a) Legal Name; Jurisdiction of Organization; Chief Executive
         Office; Books & Records. Each Obligor's exact legal name is as shown on
         this Security Agreement. Each Obligor's state of formation, chief
         executive office and chief place of business are (and for the four
         months prior to the Closing Date have been) located at the locations
         set forth on Schedule 6.20(c) to the Credit Agreement, and each Obligor
         keeps its books and records at such locations. Except in connection
         with the Transaction, no Obligor has in the past four months changed
         its name, been party to a merger, consolidation or other change in
         structure or used any tradename except as set forth in Schedule 4(a)
         attached hereto.


                                       4
<PAGE>
                  (b) Location of Collateral. The locations of all Collateral
         owned by each Obligor is as shown on Schedule 6.20(b) to the Credit
         Agreement. Set forth on Schedule 4(b) attached hereto is a list of all
         motor vehicles (including states of registration and vehicle
         identification numbers) owned as of the Closing Date which contain or
         are used to transport mobile MRI or other imaging equipment.

                  (c) Ownership. Each Obligor is the legal and beneficial owner
         of the Collateral pledged by it hereunder and has the right to pledge,
         sell, assign or transfer the same.

                  (d) Security Interest/Priority. This Security Agreement
         creates a valid security interest in favor of the Administrative Agent,
         for the benefit of the Lenders, in the Collateral pledged by such
         Obligor hereunder and, when properly perfected by filing, shall
         constitute a valid perfected security interest in such Collateral, to
         the extent such security can be perfected by filing under the UCC, free
         and clear of all Liens except for Permitted Liens.

                  (e) Types of Collateral. None of the Collateral consists of,
         or is the Proceeds of, (i) As-Extracted Collateral, (ii) Consumer
         Goods, (iii) Farm Products, (iv) Manufactured Homes or (v) Standing
         Timber.

                  (f) Accounts. (i) Each Account arises out of (A) a bona fide
         sale of goods sold and delivered by such Obligor (or is in the process
         of being delivered) or (B) services theretofore actually rendered by
         such Obligor to, the account debtor named therein, and (ii) no Account
         of an Obligor in excess of $25,000 is evidenced by any Instrument or
         Chattel Paper unless such Instrument or Chattel Paper has been
         theretofore endorsed over and delivered to, or submitted to the control
         of, the Administrative Agent.

                  (g) Inventory. No Inventory is held by an Obligor pursuant to
         consignment, sale or return, sale on approval or similar arrangement.

                  (h) Copyrights, Patents and Trademarks.

                           (i) Schedule 6.17 to the Credit Agreement includes
                  all Copyrights, Copyright Licenses, Patents, Patent Licenses,
                  Trademarks and Trademark Licenses owned by the Obligors in
                  their own names as of the date hereof.

                           (ii) To the best of each Obligor's knowledge, each
                  Copyright, Patent and Trademark of such Obligor is valid,
                  subsisting, unexpired, enforceable and has not been abandoned
                  except as otherwise permitted under the Credit Agreement.

                           (iii) None of such Copyrights, Patents and Trademarks
                  is the subject of any licensing or franchise agreement.

         5. Covenants. Each Obligor covenants that until such time as the Credit
Party Obligations are Fully Satisfied such Obligor shall:


                                       5
<PAGE>
                  (a) Other Liens. Defend the Collateral against the claims and
         demands of all other parties claiming an interest therein, keep the
         Collateral free from all Liens, except for Permitted Liens, and not
         sell, exchange, transfer, assign, lease or otherwise dispose of the
         Collateral or any interest therein, except as permitted under the
         Credit Agreement.

                  (b) Instruments/Chattel Paper. If any amount in excess of
         $25,000 payable under or in connection with any of the Collateral shall
         be or become evidenced by any Instrument or Tangible Chattel Paper, or
         if any property constituting Collateral in excess of $25,000 shall be
         stored or shipped subject to a Document, ensure that such Instrument,
         Tangible Chattel Paper or Document is either in the possession of such
         Obligor at all times or, if requested by the Administrative Agent to
         perfect its security interest in such Collateral, is delivered to the
         Administrative Agent duly indorsed in a manner reasonably satisfactory
         to the Administrative Agent. Such Obligor shall ensure that any
         Collateral consisting of Tangible Chattel Paper is marked with a legend
         reasonably acceptable to the Administrative Agent indicating the
         Administrative Agent's security interest in such Tangible Chattel
         Paper.

                  (c) Change in Corporate Structure or Location. Not, without
         providing 10 days prior written notice to the Administrative Agent and
         without filing such amendments to any previously filed financing
         statements as the Administrative Agent may reasonably require, (i)
         change its registered legal name, be party to a merger, consolidation
         or other change in structure or use any tradename other than as set
         forth on Schedule 4(a) hereto, (ii) in the case of any Obligor that is
         not a "registered organization" as described in Section 9-307 of the
         UCC, change the location of its chief executive office and chief place
         of business (as well as its books and records) from the locations set
         forth on Schedule 6.20(c) to the Credit Agreement, or (iii) prior to
         January 1, 2002, change the location of its chief executive office and
         chief place of business (as well as its books and records) from the
         locations set forth on Schedule 6.20(c) to the Credit Agreement or
         change the location of its Collateral (other than mobile imaging units)
         from the locations set forth for such Obligor on Schedule 6.20(b) to
         the Credit Agreement, in either case, to a location in Alabama, Florida
         or Mississippi where the Administrative Agent has not filed appropriate
         UCC-1 financing statements.

                  (d) Filing of Financing Statements, Notices, etc. Each Obligor
         hereby authorizes the Administrative Agent to prepare and file such
         financing statements (including renewal statements) or amendments
         thereof or supplements thereto or other instruments as the
         Administrative Agent may reasonably from time to time, deem necessary
         or appropriate in order to perfect and maintain the security interests
         granted hereunder in accordance with the UCC. Each Obligor shall also
         execute and deliver to the Administrative Agent such agreements,
         assignments or instruments (including affidavits, notices,
         reaffirmations and amendments and restatements of existing documents,
         as the Administrative Agent may reasonably request) and do all such
         other things as the Administrative Agent may reasonably deem necessary
         or appropriate (i) to assure to the Administrative Agent its security
         interests hereunder, including (A) such financing statements (including
         renewal statements) or amendments thereof or supplements thereto or
         other instruments as the Administrative Agent may from time to time
         reasonably request in order to perfect and maintain the security
         interests granted hereunder in accordance with the UCC, (B) with regard
         to


                                       6
<PAGE>
         Copyrights, a Notice of Grant of Security Interest in Copyrights in the
         form of Schedule 5(d)(i), (C) with regard to Patents, a Notice of Grant
         of Security Interest in Patents for filing with the United States
         Patent and Trademark Office in the form of Schedule 5(d)(ii) attached
         hereto and (D) with regard to Trademarks, a Notice of Grant of Security
         Interest in Trademarks for filing with the United States Patent and
         Trademark Office in the form of Schedule 5(d)(iii) attached hereto,
         (ii) to consummate the transactions contemplated hereby and (iii) to
         otherwise protect and assure the Administrative Agent of its rights and
         interests hereunder. To that end, each Obligor agrees that the
         Administrative Agent may file one or more financing statements
         disclosing the Administrative Agent's security interest in any or all
         of the Collateral of such Obligor without, to the extent permitted by
         law, such Obligor's signature thereon, and further each Obligor also
         hereby irrevocably makes, constitutes and appoints the Administrative
         Agent, its nominee or any other person whom the Administrative Agent
         may designate, as such Obligor's attorney in fact with full power and
         for the limited purpose to sign in the name of such Obligor any such
         financing statements, or amendments and supplements to financing
         statements, renewal financing statements, notices or any similar
         documents which in the Administrative Agent's reasonable discretion
         would be necessary, appropriate or convenient in order to perfect and
         maintain perfection of the security interests granted hereunder, such
         power, being coupled with an interest, being and remaining irrevocable
         until the Credit Party Obligations are Fully Satisfied. Each Obligor
         hereby agrees that a carbon, photographic or other reproduction of this
         Security Agreement or any such financing statement is sufficient for
         filing as a financing statement by the Administrative Agent without
         notice thereof to such Obligor wherever the Administrative Agent may in
         its sole discretion desire to file the same. In the event for any
         reason the law of any jurisdiction other than New York becomes or is
         applicable to the Collateral of any Obligor or any part thereof, or to
         any of the Secured Obligations, such Obligor agrees to execute and
         deliver all such instruments and to do all such other things as the
         Administrative Agent reasonably deems necessary or appropriate to
         preserve, protect and enforce the security interests of the
         Administrative Agent under the law of such other jurisdiction (and, if
         an Obligor shall fail to do so promptly upon the request of the
         Administrative Agent, then the Administrative Agent may execute any and
         all such requested documents on behalf of such Obligor pursuant to the
         power of attorney granted hereinabove). Each Obligor agrees to mark its
         books and records to reflect the security interest of the
         Administrative Agent in the Collateral.

                  (e) Control. Each Obligor shall execute and deliver all
         agreements, assignments, instruments or other documents as reasonably
         requested by the Administrative Agent for the purpose of obtaining and
         maintaining control within the meaning of the UCC with respect to any
         Collateral consisting of (i) Deposit Accounts, except to the extent
         constituting Retained Rights, (ii) Investment Property, (iii)
         Letter-of-Credit Rights, and (iv) Electronic Chattel Paper.

                  (f) Collateral Held by Warehouseman, Bailee, etc. If any
         Collateral is at any time in the possession or control of a
         warehouseman, bailee or any agent or processor of such Obligor and the
         Administrative Agent so requests (i) notify such Person in writing of
         the Administrative Agent's security interest therein, (ii) instruct
         such Person to hold all such Collateral for the Administrative Agent's
         account and subject to the Administrative Agent's


                                       7
<PAGE>
                  instructions and (iii) request a written acknowledgment from
                  such Person that it is holding such Collateral for the benefit
                  of the Administrative Agent.

                  (g)      Covenants Relating to Copyrights.

                           (i) Employ the Copyright for each Work with such
                  notice of copyright as may be required by law to secure
                  copyright protection.

                           (ii) Except to the extent the failure to do so would
                  not reasonably be expected to have a Material Adverse Effect
                  and such Obligor has a valid business purpose therefor, not do
                  any act or knowingly omit to do any act whereby any material
                  Copyright may become invalidated and (A) not do any act, or
                  knowingly omit to do any act, whereby any material Copyright
                  may become injected into the public domain; (B) notify the
                  Administrative Agent immediately if it knows, or has reason to
                  know, that any material Copyright may become injected into the
                  public domain or of any adverse determination or development
                  (including, without limitation, the institution of, or any
                  such determination or development in, any court or tribunal in
                  the United States or any other country) regarding an Obligor's
                  ownership of any such Copyright or its validity; (C) take all
                  necessary steps as it shall deem appropriate under the
                  circumstances, to maintain and pursue each application (and to
                  obtain the relevant registration) and to maintain each
                  registration of each material Copyright owned by an Obligor
                  including, without limitation, filing of applications for
                  renewal where necessary; and (D) promptly notify the
                  Administrative Agent of any material infringement of any
                  material Copyright of an Obligor of which it becomes aware and
                  take such actions as it shall reasonably deem appropriate
                  under the circumstances to protect such Copyright, including,
                  where appropriate, the bringing of suit for infringement,
                  seeking injunctive relief and seeking to recover any and all
                  damages for such infringement.

                  (h)      Covenants Relating to Patents and Trademarks.

                           (i) Except to the extent the failure to do so would
                  not reasonably be expected to have a Material Adverse Effect
                  and such Obligor has a valid business purpose therefor, (A)
                  continue to use each Trademark on each and every trademark
                  class of goods applicable to its current line as reflected in
                  its current catalogs, brochures and price lists in order to
                  maintain such Trademark in full force free from any claim of
                  abandonment for non-use, (B) maintain as in the past the
                  quality of products and services offered under such Trademark,
                  (C) employ such Trademark with the appropriate notice of
                  registration, (D) not adopt or use any mark which is
                  confusingly similar or a colorable imitation of such Trademark
                  unless the Administrative Agent, for the ratable benefit of
                  the Lenders, shall obtain a perfected security interest in
                  such mark pursuant to this Security Agreement, and (E) not
                  (and not permit any licensee or sublicensee thereof to) do any
                  act or knowingly omit to do any act whereby any Trademark may
                  become invalidated.


                                       8
<PAGE>
                           (ii) Except to the extent the failure to do so would
                  not reasonably be expected to have a Material Adverse Effect
                  and such Obligor has a valid business purpose therefor, not do
                  any act, or omit to do any act, whereby any Patent may become
                  abandoned or dedicated.

                           (iii) Notify the Administrative Agent and the Lenders
                  immediately if it knows, or has reason to know, that any
                  application or registration relating to any material Patent or
                  Trademark may become abandoned or dedicated, or of any adverse
                  determination or development (including, without limitation,
                  the institution of, or any such determination or development
                  in, any proceeding in the United States Patent and Trademark
                  Office or any court or tribunal in any country) regarding an
                  Obligor's ownership of any material Patent or Trademark or its
                  right to register the same or to keep and maintain the same.

                           (iv) Take all reasonable and necessary steps,
                  including, without limitation, in any proceeding before the
                  United States Patent and Trademark Office, or any similar
                  office or agency in any other country or any political
                  subdivision thereof, to maintain and pursue each application
                  (and to obtain the relevant registration) and to maintain each
                  registration of the material Patents and Trademarks,
                  including, without limitation, filing of applications for
                  renewal, affidavits of use and affidavits of incontestability.

                           (v) Promptly notify the Administrative Agent and the
                  Lenders after it learns that any material Patent or Trademark
                  included in the Collateral is infringed, misappropriated or
                  diluted by a third party and promptly sue for infringement,
                  misappropriation or dilution, to seek injunctive relief where
                  appropriate and to recover any and all damages for such
                  infringement, misappropriation or dilution, or take such other
                  actions as it shall reasonably deem appropriate under the
                  circumstances to protect such Patent or Trademark.

                  (i) New Patents, Copyrights and Trademarks. Whenever an
         Obligor, either by itself or through an agent, employee, licensee or
         designee, shall file an application for the registration of any Patent,
         Trademark or Copyright with the United States Patent and Trademark
         Office, the United States Copyright Office or any similar office or
         agency in any other country or any political subdivision thereof,
         promptly provide the Administrative Agent with (i) a listing of all
         such applications (together with a listing of the issuance of
         registrations or letters on present applications), which new
         applications and issued registrations or letters shall be subject to
         the terms and conditions hereunder, and (ii)(A) with respect to
         Copyrights, a duly executed Notice of Security Interest in Copyrights,
         (B) with respect to Patents, a duly executed Notice of Security
         Interest in Patents, (C) with respect to Trademarks, a duly executed
         Notice of Security Interest in Trademarks or (D) such other duly
         executed documents as the Administrative Agent may request in a form
         acceptable to counsel for the Administrative Agent and suitable for
         recording to evidence the security interest in the Copyright, Patent or
         Trademark which is the subject of such new application.


                                       9
<PAGE>
                  (j) Commercial Tort Claims; Notice of Litigation. (i) Promptly
         forward to the Administrative Agent written notification of any and all
         Commercial Tort Claims involving amounts in excess of $25,000,
         including, but not limited to, any and all actions, suits, and
         proceedings before any court or Governmental Authority by or affecting
         such Obligor or any of its Subsidiaries and (ii) execute and deliver
         such statements, documents and notices and do and cause to be done all
         such things as may be reasonably required by the Administrative Agent,
         or required by law, including all things which may from time to time be
         necessary under the UCC to fully create, preserve, perfect and protect
         the priority of the Administrative Agent's security interest in any
         Commercial Tort Claims.

                  (k) At all times maintain the Collateral as personal property
         and not affix any of the Collateral to any real property in a manner
         which would change its nature from personal property to real property
         or a Fixture to real property unless the Administrative Agent has a
         perfected Lien thereon.

         6. Advances by Lenders. On failure of any Obligor to perform any of the
covenants and agreements contained herein and upon written notice to such
Obligor, the Administrative Agent may, at its sole option and in its sole
discretion, perform the same and in so doing may expend such sums as the
Administrative Agent may reasonably deem advisable in the performance thereof,
including, without limitation, the payment of any insurance premiums, the
payment of any taxes, a payment to obtain a release of a Lien or potential Lien,
expenditures made in defending against any adverse claim and all other
expenditures which the Administrative Agent or the Lenders may make for the
protection of the security hereof or which may be compelled to make by operation
of law. All such sums and amounts so expended shall be repayable by the Obligors
on a joint and several basis promptly upon timely notice thereof and demand
therefor, shall constitute additional Secured Obligations and shall bear
interest from the date said amounts are expended until the date five Business
Days thereafter at the rate for Revolving Loans that are Base Rate Loans, and
thereafter at the default rate specified in Section 3.1 of the Credit Agreement
for Revolving Loans that are Base Rate Loans. No such performance of any
covenant or agreement by the Administrative Agent or the Lenders on behalf of
any Obligor, and no such advance or expenditure therefor, shall relieve the
Obligors of any Default or Event of Default. The Lenders may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by an Obligor
in appropriate proceedings in a manner which stays payment thereof and against
which adequate reserves are being maintained in accordance with GAAP.

         7.       Events of Default.

         The occurrence of an event which under the Credit Agreement would
constitute an Event of Default shall be an Event of Default hereunder (an "Event
of Default").

         8.       Remedies.


                                       10
<PAGE>
                  (a)      General Remedies. Upon the occurrence of an Event of
         Default and during continuation thereof, the Lenders shall have, in
         addition to the rights and remedies provided herein, in the Credit
         Documents, in the Hedging Agreements between any Obligor and any
         Lender, or by law (including, but not limited to, levy of attachment,
         garnishment and the rights and remedies set forth in the Uniform
         Commercial Code of the jurisdiction applicable to the affected
         Collateral), the rights and remedies of a secured party under the UCC
         (regardless of whether the UCC is the law of the jurisdiction where the
         rights and remedies are asserted and regardless of whether the UCC
         applies to the affected Collateral), and further, the Administrative
         Agent may, with or without judicial process or the aid and assistance
         of others, (i) enter on any premises on which any of the Collateral may
         be located and, without resistance or interference by the Obligors,
         take possession of the Collateral, (ii) dispose of any Collateral on
         any such premises, (iii) require the Obligors to assemble and make
         available to the Administrative Agent at the expense of the Obligors
         any Collateral at any place and time designated by the Administrative
         Agent which is reasonably convenient to both parties, (iv) remove any
         Collateral from any such premises for the purpose of effecting sale or
         other disposition thereof, and/or (v) without demand and without
         advertisement, notice, hearing or process of law, all of which each of
         the Obligors hereby waives to the fullest extent permitted by law, at
         any place and time or times, sell and deliver any or all Collateral
         held by or for it at public or private sale, by one or more contracts,
         in one or more parcels, for cash, upon credit or otherwise, at such
         prices and upon such terms as the Administrative Agent deems advisable,
         in its sole discretion (subject to any and all mandatory legal
         requirements). In addition to all other sums due the Administrative
         Agent and the Lenders with respect to the Secured Obligations, the
         Obligors shall pay the Administrative Agent and each of the Lenders all
         reasonable documented costs and expenses incurred by the Administrative
         Agent or any such Lender, including, but not limited to, reasonable
         attorneys' fees and court costs, in obtaining or liquidating the
         Collateral, in enforcing payment of the Secured Obligations, or in the
         prosecution or defense of any action or proceeding by or against the
         Administrative Agent or any of the Lenders or the Obligors concerning
         any matter arising out of or connected with this Security Agreement,
         any Collateral or the Secured Obligations, including, without
         limitation, any of the foregoing arising in, arising under or related
         to a case under the Bankruptcy Code. To the extent the rights of notice
         cannot be legally waived hereunder, each Obligor agrees that any
         requirement of reasonable notice shall be met if such notice is
         personally served on or mailed, postage prepaid, to the Borrower in
         accordance with the notice provisions of Section 11.1 of the Credit
         Agreement at least 10 days before the time of sale or other event
         giving rise to the requirement of such notice. The Administrative Agent
         and the Lenders shall not be obligated to make any sale or other
         disposition of the Collateral regardless of notice having been given.
         To the extent permitted by law, any Lender may be a purchaser at any
         such sale. To the extent permitted by applicable law, each of the
         Obligors hereby waives all of its rights of redemption with respect to
         any such sale. Subject to the provisions of applicable law, the
         Administrative Agent and the Lenders may postpone or cause the
         postponement of the sale of all or any portion of the Collateral by
         announcement at the time and place of such sale, and such sale may,
         without further notice, to the extent permitted by law, be made at the
         time and place to which the sale was postponed, or the Administrative
         Agent and the Lenders may further postpone such sale by announcement
         made at such time and place.


                                       11
<PAGE>
                  (b)      Remedies relating to Accounts. Upon the occurrence of
         an Event of Default and during the continuation thereof, whether or not
         the Administrative Agent has exercised any or all of its rights and
         remedies hereunder, the Administrative Agent shall have the right to
         enforce any Obligor's rights against any account debtors and obligors
         on such Obligor's Accounts, subject to such Obligor's Retained Rights.
         The Administrative Agent and the Lenders shall have no liability or
         responsibility to any Obligor for acceptance of a check, draft or other
         order for payment of money bearing the legend "payment in full" or
         words of similar import or any other restrictive legend or endorsement
         or be responsible for determining the correctness of any remittance.

                  (c)      Access. In addition to the rights and remedies
         hereunder, upon the occurrence of an Event of Default and during the
         continuance thereof to the extent permitted by applicable law, the
         Administrative Agent shall have the right to enter and remain upon the
         various premises of the Obligors without cost or charge to the
         Administrative Agent, and use the same, together with materials,
         supplies, books and records of the Obligors for the purpose of
         collecting and liquidating the Collateral, or for preparing for sale
         and conducting the sale of the Collateral, whether by foreclosure,
         auction or otherwise. In addition, the Administrative Agent may remove
         Collateral, or any part thereof, from such premises and/or any records
         with respect thereto, in order to effectively collect or liquidate such
         Collateral.

                  (d)      Nonexclusive Nature of Remedies. Failure by the
         Administrative Agent or the Lenders to exercise any right, remedy or
         option under this Security Agreement, any other Credit Document, any
         Hedging Agreement between any Obligor and any Lender, or as provided by
         law, or any delay by the Administrative Agent or the Lenders in
         exercising the same, shall not operate as a waiver of any such right,
         remedy or option. No waiver hereunder shall be effective unless it is
         in writing, signed by the party against whom such waiver is sought to
         be enforced and then only to the extent specifically stated, which in
         the case of the Administrative Agent or the Lenders shall only be
         granted as provided herein. The rights and remedies of the
         Administrative Agents and the Lenders under this Security Agreement
         shall be cumulative and not exclusive of any other right or remedy
         which the Administrative Agent or the Lenders may have.

                  (e)      Retention of Collateral. In addition to the rights
         and remedies hereunder, upon the occurrence and during the continuance
         of an Event of Default the Administrative Agent shall have the rights
         afforded to a secured party under Sections 9-620 and 9-621 (or similar
         provision) of the UCC. The Administrative Agent shall not be deemed to
         have retained any Collateral pledged by any Obligor in satisfaction of
         any Secured Obligations unless and until the Administrative Agent shall
         have entered into a written agreement with such Obligor to that effect.

                  (f)      Deficiency. In the event that the proceeds of any
         sale, collection or realization are insufficient to pay all amounts to
         which the Administrative Agent or the Lenders are legally entitled, the
         Obligors shall be jointly and severally liable for the deficiency,
         together with interest thereon at the default rate specified in Section
         3.1 of the


                                       12
<PAGE>
         Credit Agreement for Revolving Loans that are Base Rate Loans, together
         with the costs of collection and the reasonable fees of any attorneys
         employed by the Administrative Agent to collect such deficiency. Any
         surplus remaining after the full payment and satisfaction of the
         Secured Obligations shall be returned to the Obligors or to whomsoever
         a court of competent jurisdiction shall determine to be entitled
         thereto.

         9.       Rights of the Administrative Agent.

                  (a)      Power of Attorney. In addition to other powers of
         attorney contained herein, each Obligor hereby designates and appoints
         the Administrative Agent, on behalf of the Lenders, and each of its
         designees or agents, as attorney-in-fact of such Obligor, irrevocably
         and with power of substitution, with authority to take any or all of
         the following actions upon the occurrence and during the continuance of
         an Event of Default:

                           (i)      to demand, collect, settle, compromise,
                  adjust, give discharges and releases, all as the
                  Administrative Agent may reasonably determine;

                           (ii)     to commence and prosecute any actions at any
                  court for the purposes of collecting any Collateral and
                  enforcing any other right in respect thereof;

                           (iii)    to defend, settle or compromise any action
                  brought and, in connection therewith, give such discharge or
                  release as the Administrative Agent may deem reasonably
                  appropriate;

                           (iv)     receive, open and dispose of mail addressed
                  to an Obligor and endorse checks, notes, drafts, acceptances,
                  money orders, bills of lading, warehouse receipts or other
                  instruments or documents evidencing payment, shipment or
                  storage of the goods giving rise to the Collateral of such
                  Obligor on behalf of and in the name of such Obligor, or
                  securing, or relating to such Collateral;

                           (v)      sell, assign, transfer, make any agreement
                  in respect of, or otherwise deal with or exercise rights in
                  respect of, any Collateral or the goods or services which have
                  given rise thereto, as fully and completely as though the
                  Administrative Agent were the absolute owner thereof for all
                  purposes to the extent permitted by applicable law and
                  consistent with the purposes of this Security Agreement;

                           (vi)     adjust and settle claims under any insurance
                  policy relating thereto;

                           (vii)    execute and deliver all assignments,
                  conveyances, statements, financing statements, renewal
                  financing statements, security agreements, affidavits, notices
                  and other agreements, instruments and documents that the


                                       13
<PAGE>
                  Administrative Agent may reasonably determine necessary in
                  order to perfect and maintain the security interests and liens
                  granted in this Security Agreement and in order to fully
                  consummate all of the transactions contemplated therein;

                           (viii)   institute any foreclosure proceedings that
                  the Administrative Agent may deem appropriate; and

                           (ix)     do and perform all such other acts and
                  things as the Administrative Agent may reasonably deem to be
                  necessary, proper or convenient in connection with the
                  Collateral to the extent permitted by applicable law and
                  consistent with the purposes of this Security Agreement.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable until such time as the Credit Party Obligations are Fully
         Satisfied. The Administrative Agent shall be under no duty to exercise
         or withhold the exercise of any of the rights, powers, privileges and
         options expressly or implicitly granted to the Administrative Agent in
         this Security Agreement, and shall not be liable for any failure to do
         so or any delay in doing so. This power of attorney is conferred on the
         Administrative Agent solely to protect, preserve and realize upon its
         security interest in the Collateral.

                  (b)      Performance by the Administrative Agent of
         Obligations. If any Obligor fails to perform any agreement or
         obligation contained herein, the Administrative Agent itself may
         perform, or cause performance of, such agreement or obligation, and the
         expenses of the Administrative Agent incurred in connection therewith
         shall be payable by the Obligors on a joint and several basis pursuant
         to Section 11 hereof.

                  (c)      Assignment by the Administrative Agent. The
         Administrative Agent may from time to time assign the Secured
         Obligations and any portion thereof and/or the Collateral to any
         successor administrative agent appointed in accordance with Section
         10.9 of the Credit Agreement, and the assignee shall be entitled to all
         of the rights and remedies of the Administrative Agent under this
         Security Agreement in relation thereto.

                  (d)      The Administrative Agent's Duty of Care. Other than
         the exercise of reasonable care to assure the safe custody of the
         Collateral while being held by the Administrative Agent hereunder, the
         Administrative Agent shall have no duty or liability to preserve rights
         pertaining thereto, it being understood and agreed that the Obligors
         shall be responsible for preservation of all rights in the Collateral,
         and the Administrative Agent shall be relieved of all responsibility
         for the Collateral upon surrendering it or tendering the surrender of
         it to the Obligors. The Administrative Agent shall be deemed to have
         exercised reasonable care in the custody and preservation of the
         Collateral in its possession if the Collateral is accorded treatment
         substantially equal to that which the Administrative Agent accords its
         own property, which shall be no less than the treatment employed by a
         reasonable and prudent agent in the industry, it being understood that
         the Administrative Agent shall not have responsibility for taking any
         necessary steps to preserve rights against any parties with respect to
         any of the Collateral. In the event of a public or private sale of


                                       14
<PAGE>
         Collateral pursuant to Section 8 hereof, the Administrative Agent shall
         have no obligation to clean-up, repair or otherwise prepare the
         Collateral for sale.

         10.      Application of Proceeds. After acceleration of the Credit
Party Obligations pursuant to Section 9.2 of the Credit Agreement, any payments
in respect of the Secured Obligations and any proceeds of the Collateral, when
received by the Administrative Agent or any of the Lenders in cash or its
equivalent, will be applied in reduction of the Secured Obligations in the order
set forth in Section 3.15(b) of the Credit Agreement, and each Obligor
irrevocably waives the right to direct the application of such payments and
proceeds.

         11.      Costs of Counsel. At all times hereafter, the Obligors agree
to promptly pay upon demand any and all reasonable costs and expenses of the
Administrative Agent or the Lenders, (a) as required under Section 11.5 of the
Credit Agreement and (b) as necessary to protect the Collateral or to exercise
any rights or remedies under this Security Agreement or with respect to any
Collateral. All of the foregoing costs and expenses shall constitute Secured
Obligations hereunder secured by the Collateral.

         12.      Continuing Agreement.

                  (a)      This Security Agreement shall be a continuing
         agreement in every respect and shall remain in full force and effect
         until such time as the Credit Party Obligations are Fully Satisfied. At
         such time as the Credit Party Obligations are Fully Satisfied, this
         Security Agreement shall be automatically terminated and the
         Administrative Agent and the Lenders shall, upon the request and at the
         expense of the Obligors, forthwith release all of its liens and
         security interests hereunder and shall execute and deliver all UCC
         termination statements and/or other documents reasonably requested by
         the Obligors evidencing such termination. Notwithstanding the foregoing
         all releases and indemnities provided hereunder shall survive
         termination of this Security Agreement.

                  (b)      This Security Agreement shall continue to be
         effective or be automatically reinstated, as the case may be, if at any
         time payment, in whole or in part, of any of the Secured Obligations is
         rescinded or must otherwise be restored or returned by the
         Administrative Agent or any Lender as a preference, fraudulent
         conveyance or otherwise under any bankruptcy, insolvency or similar
         law, all as though such payment had not been made; provided that in the
         event payment of all or any part of the Secured Obligations is
         rescinded or must be restored or returned, all reasonable costs and
         expenses (including without limitation any reasonable legal fees and
         disbursements) incurred by the Administrative Agent or any Lender in
         defending and enforcing such reinstatement shall be deemed to be
         included as a part of the Secured Obligations secured by the
         Collateral.

         13.      Amendments; Waivers; Modifications. This Security Agreement
and the provisions hereof may not be amended, waived, modified, changed,
discharged or terminated except as set forth in Section 11.6 of the Credit
Agreement.

         14.      Successors in Interest. This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Obligor, its successors and assigns and shall


                                       15
<PAGE>
inure, together with the rights and remedies of the Administrative Agent and the
Lenders hereunder, to the benefit of the Administrative Agent and the Lenders
and their successors and permitted assigns; provided, however, that none of the
Obligors may assign its rights or delegate its duties hereunder without the
prior written consent of each Lender or the Required Lenders, as required by the
Credit Agreement.

         15.      Notices. All notices required or permitted to be given under
this Security Agreement shall be in conformance with Section 11.1 of the Credit
Agreement.

         16.      Counterparts. This Security Agreement may be executed in any
number of counterparts, each of which where so executed and delivered shall be
an original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Security Agreement to produce or
account for more than one such counterpart.

         17.      Headings. The headings of the sections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Security Agreement.

         18.      Governing Law; Submission to Jurisdiction; Venue; Waiver of
Jury Trial. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The terms of Section 11.10 of
the Credit Agreements are incorporated herein by reference, mutatis mutandis,
and the parties hereto agree to such terms.

         19.      Severability. If any provision of this Security Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         20.      Entirety. This Security Agreement, the other Credit Documents
and the Hedging Agreements between any Obligor and any Lender represent the
entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents, the Hedging
Agreements between any Obligor and any Lender or the transactions contemplated
herein and therein.

         21.      Survival. All representations and warranties of the Obligors
hereunder shall survive the execution and delivery of this Security Agreement,
the other Credit Documents and the Hedging Agreements between any Obligor and
any Lender, the delivery of the Notes and the making of the Loans and the
issuance of the Letters of Credit under the Credit Agreement.

         22.      Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by an
Obligor), or by a guarantee, endorsement or property of any other Person, then
the Administrative Agent and the Lenders shall have the right to proceed against
such


                                       16
<PAGE>
other property, guarantee or endorsement upon the occurrence and during the
continuance of any Event of Default, and the Administrative Agent and the
Lenders have the right, in their sole discretion, to determine which rights,
security, liens, security interests or remedies the Administrative Agent and the
Lenders shall at any time pursue, relinquish, subordinate, modify or take with
respect thereto, without in any way modifying or affecting any of them or any of
the Administrative Agent's and the Lenders' rights or the Secured Obligations
under this Security Agreement, under any other of the Credit Documents or under
any Hedging Agreement between any Obligor and any Lender.

         23.      Joint and Several Obligations of Obligors.

                  (a)      Each of the Obligors is accepting joint and several
         liability hereunder in consideration of the financial accommodation to
         be provided by the Lenders under the Credit Agreement, for the mutual
         benefit, directly and indirectly, of each of the Obligors and in
         consideration of the undertakings of each of the Obligors to accept
         joint and several liability for the obligations of each of them.

                  (b)      Each of the Obligors jointly and severally hereby
         irrevocably and unconditionally accepts, not merely as a surety but
         also as a co-debtor, joint and several liability with the other
         Obligors with respect to the payment and performance of all of the
         Secured Obligations arising under this Security Agreement, the other
         Credit Documents and the Hedging Agreements between any Obligor and any
         Lender, it being the intention of the parties hereto that all the
         Secured Obligations shall be the joint and several obligations of each
         of the Obligors without preferences or distinction among them.

                  (c)      Notwithstanding any provision to the contrary
         contained herein, in any other of the Credit Documents or in any
         Hedging Agreement between any Obligor and any Lender, the obligations
         of each Guarantor under the Credit Agreement and the other Credit
         Documents shall be limited to an aggregate amount equal to the largest
         amount that would not render such obligations subject to avoidance
         under Section 548 of the Bankruptcy Code or any comparable provisions
         of any applicable state law.

         24.      Rights of Required Lenders. All rights of the Administrative
Agent hereunder, if not exercised by the Administrative Agent, may be exercised
by the Required Lenders, who shall give notice to the Obligors of any such
exercise.






                  [remainder of page intentionally left blank]






                                       17
<PAGE>
         Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:                       INSIGHT HEALTH SERVICES CORP.

                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------


GUARANTORS:                     INSIGHT HEALTH SERVICES HOLDINGS CORP.
                                INSIGHT HEALTH CORP.
                                OPEN MRI, INC.
                                MAXUM HEALTH CORP.
                                RADIOSURGERY CENTERS, INC.
                                MAXUM HEALTH SERVICES CORP.
                                DIAGNOSTIC SOLUTIONS CORP.
                                MAXUM HEALTH SERVICES
                                         OF NORTH TEXAS, INC.
                                MAXUM HEALTH SERVICES
                                         OF DALLAS, INC.
                                NDDC, INC.
                                SIGNAL MEDICAL SERVICES, INC.
                                MRI ASSOCIATES, L.P.

                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------




                                       18
<PAGE>
                                  SCHEDULE 2(d)

                             COMMERCIAL TORT CLAIMS
<PAGE>
                                  SCHEDULE 4(a)

        MERGERS, CONSOLIDATIONS, CHANGE IN STRUCTURE OR USE OF TRADENAMES
<PAGE>
                                  SCHEDULE 4(b)

                            MOBILE MRI/IMAGING UNITS
<PAGE>
                                SCHEDULE 5(d)(i)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   COPYRIGHTS

United States Copyright Office

Gentlemen:

                  Please be advised that pursuant to the Security Agreement
dated as of October 17, 2001 (as the same may be amended, modified, extended or
restated from time to time, the "Security Agreement") by and among the Obligors
party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of
America, N.A., as administrative agent (the "Administrative Agent") for the
Lenders referenced therein (the "Lenders"), the undersigned Obligor has granted
a continuing security interest in and continuing lien upon, the copyrights and
copyright applications shown below to the Administrative Agent for the ratable
benefit of the Lenders:

                                   COPYRIGHTS

<TABLE>
<CAPTION>
                                                                   Date of
        Copyright No.          Description of Copyright           Copyright
        -------------          ------------------------           ---------
<S>                            <C>                                <C>


</TABLE>

                             Copyright Applications

<TABLE>
<CAPTION>
           Copyright            Description of Copyright      Date of Copyright
        Applications No.              Applied For               Applications
        ----------------        ------------------------      -----------------
<S>                             <C>                           <C>


</TABLE>
<PAGE>
                  The Obligors and the Administrative Agent, on behalf of the
Lenders, hereby acknowledge and agree that the security interest in the
foregoing copyrights and copyright applications (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be
construed as an assignment of any copyright or copyright application.

                                    Very truly yours,

                                    ----------------------------------
                                    [Obligor], a [jurisdiction of organization]

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    [Address of Obligor]


Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------
<PAGE>
                                SCHEDULE 5(d)(ii)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                     PATENTS

United States Patent and Trademark Office

Gentlemen:

                  Please be advised that pursuant to the Security Agreement
dated as of October 17, 2001 (as the same may be amended, modified, extended or
restated from time to time, the "Security Agreement") by and among the Obligors
party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of
America, N.A., administrative agent (the "Administrative Agent") for the Lenders
referenced therein (the "Lenders"), the undersigned Obligor has granted a
continuing security interest in and continuing lien upon, the patents and patent
applications shown below to the Administrative Agent for the ratable benefit of
the Lenders:

                                    PATENTS

<TABLE>
<CAPTION>
                                    Description of Patent             Date of
        Patent No.                          Item                      Patent
        ----------                  ---------------------             -------
<S>                                 <C>                               <C>


</TABLE>

                              Patent Applications

<TABLE>
<CAPTION>
            Patent               Description of Patent          Date of Patent
        Applications No.              Applied For                Applications
        ----------------         ---------------------          --------------
<S>                              <C>                            <C>


</TABLE>
<PAGE>
                  The Obligors and the Administrative Agent, on behalf of the
Lenders, hereby acknowledge and agree that the security interest in the
foregoing patents and patent applications (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be
construed as an assignment of any patent or patent application.

                                    Very truly yours,

                                    [Obligor], a [jurisdiction of organization]

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    [Address of Obligor]


Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------
<PAGE>
                               SCHEDULE 5(d)(iii)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

                  Please be advised that pursuant to the Security Agreement
dated as of October 17, 2001 (as the same may be amended, modified, extended or
restated from time to time, the "Security Agreement") by and among the Obligors
party thereto (each an "Obligor" and collectively, the "Obligors") and Bank of
America, N.A., as administrative agent (the "Administrative Agent") for the
Lenders referenced therein (the "Lenders"), the undersigned Obligor has granted
a continuing security interest in and continuing lien upon, the trademarks and
trademark applications shown below to the Administrative Agent for the ratable
benefit of the Lenders:

                                   TRADEMARKS

<TABLE>
<CAPTION>
                                 Description of Trademark             Date of
        Trademark No.                     Item                       Trademark
        -------------            ------------------------            ---------
<S>                              <C>                                 <C>


</TABLE>

                             Trademark Applications

<TABLE>
<CAPTION>
           Trademark           Description of Trademark      Date of Trademark
        Applications No.              Applied For               Applications
        ----------------       ------------------------      -----------------
<S>                            <C>                           <C>


</TABLE>
<PAGE>
                  The Obligors and the Administrative Agent, on behalf of the
Lenders, hereby acknowledge and agree that the security interest in the
foregoing trademarks and trademark applications (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be
construed as an assignment of any trademark or trademark application.

                                   Very truly yours,

                                   ----------------------------------
                                   [Obligor], a [jurisdiction of organization]

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   [Address of Obligor]


Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------
<PAGE>
                                EXHIBIT 2.1(b)(i)

                           FORM OF NOTICE OF BORROWING

Bank of America, N. A.,
  as Administrative Agent for the Lenders
101 North Tryon Street
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention:  Agency Services

Ladies and Gentlemen:

         The undersigned, InSight Health Services Corp. (the "Borrower"), refers
to the Credit Agreement dated as of October 17, 2001 (as amended, modified,
restated or supplemented from time to time, the "Credit Agreement"), among the
Borrower, the Guarantors, the Lenders, The CIT Group/Business Credit, Inc., as
Documentation Agent, First Union National Bank, as Syndication Agent, and Bank
of America, N. A., as Administrative Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement. [The Borrower hereby gives notice pursuant to Section 2.1
of the Credit Agreement that it requests a Revolving Loan advance under the
Credit Agreement, and in connection therewith sets forth below the terms on
which such Loan advance is requested to be made:]1 [The Borrower hereby gives
notice pursuant to Section 2.3 of the Credit Agreement that it requests a
Delayed-Draw Term Loan advance under the Credit Agreement, and in connection
therewith sets forth below the terms on which such Loan advance is requested to
be made:]2 [The Borrower hereby gives notice pursuant to Section 2.4 of the
Credit Agreement that it requests the Tranche B Term Loan under the Credit
Agreement on the Closing Date, and in connection therewith sets forth below the
terms on which such Loan advance is requested to be made:](3)

[(A)  Date of Borrowing (which is a Business Day)  ____________________](1), (2)

[(B)  Principal Amount of Borrowing                ____________________](1), (2)

(C)   Interest rate basis                          ____________________

(D)   Interest Period and the last day thereof     ____________________
<PAGE>
         In accordance with the requirements of Section 5.2, the Borrower hereby
reaffirms the representations and warranties set forth in the Credit Agreement
as provided in clause (b) of such Section, and confirms that the matters
referenced in clauses (c), (d) and (e) of such Section, are true and correct.

                              InSight Health Services Corp.

                              By:
                                 -----------------------------------------
                              Name:
                                   ---------------------------------------
                              Title:
                                    --------------------------------------

(1)   For all Revolving Loans

(2)   For all Delayed-Draw Term Loans

(3)   For the initial advance of the Tranche B Term Loan on the Closing Date
<PAGE>
                                 EXHIBIT 2.1(e)

                             FORM OF REVOLVING NOTE

                                                                October 17, 2001

                  FOR VALUE RECEIVED, INSIGHT HEALTH SERVICES CORP., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
__________________________, its successors and assigns (the "Lender"), at the
office of Bank of America, N. A., as administrative agent (the "Administrative
Agent"), at 101 North Tryon Street, Independence Center, NC1-001-15-04,
Charlotte, North Carolina 28255 (or at such other place or places as the holder
hereof may designate), at the times set forth in the Credit Agreement dated as
of October 17, 2001 among the Borrower, the Guarantors, the Lenders, The CIT
Group/Business Credit, Inc., as Documentation Agent, First Union National Bank,
as Syndication Agent, and the Administrative Agent (as it may be as amended,
modified, restated or supplemented from time to time, the "Credit Agreement";
all capitalized terms not otherwise defined herein shall have the meanings set
forth in the Credit Agreement), but in no event later than the Maturity Date, in
Dollars and in immediately available funds, the aggregate unpaid principal
amount of all Revolving Loans made by the Lender to the Borrower pursuant to the
Credit Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates selected in accordance with Section 2.1(d) of the Credit Agreement.

                  Upon the occurrence and during the continuance of an Event of
Default under Section 9.1(a) of the Credit Agreement, the balance outstanding
hereunder shall bear interest as provided in Section 3.1 of the Credit
Agreement. Further, in the event the payment of all sums due hereunder is
accelerated under the terms of the Credit Agreement, this Note, and all other
indebtedness of the Borrower to the Lender shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby waived by the Borrower.

                  In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees.

                  This Note and the Loans evidenced hereby may be transferred in
whole or in part only by registration of such transfer on the Register
maintained by or on behalf of the Borrower as provided in Section 11.3(c) of the
Credit Agreement.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer as of the day and year first above
written.

                                    INSIGHT HEALTH SERVICES CORP.

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------
<PAGE>

                                 EXHIBIT 2.3(f)

                         FORM OF DELAYED-DRAW TERM NOTE

                                                                October 17, 2001

                  FOR VALUE RECEIVED, INSIGHT HEALTH SERVICES CORP., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
__________________________, its successors and assigns (the "Lender"), at the
office of Bank of America, N. A., as administrative agent (the "Administrative
Agent"), at 101 North Tryon Street, Independence Center, NC1-001-15-04,
Charlotte, North Carolina 28255 (or at such other place or places as the holder
hereof may designate), at the times set forth in the Credit Agreement dated as
of October 17, 2001 among the Borrower, the Guarantors, the Lenders, The CIT
Group/Business Credit, Inc., as Documentation Agent, First Union National Bank,
as Syndication Agent, and the Administrative Agent (as it may be as amended,
modified, restated or supplemented from time to time, the "Credit Agreement";
all capitalized terms not otherwise defined herein shall have the meanings set
forth in the Credit Agreement), but in no event later than the Maturity Date, in
Dollars and in immediately available funds, the aggregate unpaid principal
amount of all Delayed-Draw Term Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, and to pay interest from the date hereof on
the unpaid principal amount hereof, in like money, at said office, on the dates
and at the rates selected in accordance with Section 2.3(e) of the Credit
Agreement.

                  Upon the occurrence and during the continuance of an Event of
Default under Section 9.1(a) of the Credit Agreement, the balance outstanding
hereunder shall bear interest as provided in Section 3.1 of the Credit
Agreement. Further, in the event the payment of all sums due hereunder is
accelerated under the terms of the Credit Agreement, this Note, and all other
indebtedness of the Borrower to the Lender shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby waived by the Borrower.

                  In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees.

                  This Note and the Loans evidenced hereby may be transferred in
whole or in part only by registration of such transfer on the Register
maintained by or on behalf of the Borrower as provided in Section 11.3(c) of the
Credit Agreement.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer as of the day and year first above
written.

                                   INSIGHT HEALTH SERVICES CORP.

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
<PAGE>
                                 EXHIBIT 2.4(f)

                           FORM OF TRANCHE B TERM NOTE

$_________________                                              October 17, 2001

                  FOR VALUE RECEIVED, INSIGHT HEALTH SERVICES CORP., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
__________________________, its successors and assigns (the "Lender"), at the
office of Bank of America, N. A., as administrative agent (the "Administrative
Agent"), at 101 North Tryon Street, Independence Center, NC1-001-15-04,
Charlotte, North Carolina 28255 (or at such other place or places as the holder
hereof may designate), at the times set forth in the Credit Agreement dated as
of October 17, 2001 among the Borrower, the Guarantors, the Lenders, The CIT
Group/Business Credit, Inc., as Documentation Agent, First Union National Bank,
as Syndication Agent, and the Administrative Agent (as it may be as amended,
modified, restated or supplemented from time to time, the "Credit Agreement";
all capitalized terms not otherwise defined herein shall have the meanings set
forth in the Credit Agreement), but in no event later than the Maturity Date, in
Dollars and in immediately available funds, the aggregate unpaid principal
amount of all Tranche B Term Loans made by the Lender to the Borrower pursuant
to the Credit Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates selected in accordance with Section 2.3(e) of the Credit Agreement.

                  Upon the occurrence and during the continuance of an Event of
Default under Section 9.1(a) of the Credit Agreement, the balance outstanding
hereunder shall bear interest as provided in Section 3.1 of the Credit
Agreement. Further, in the event the payment of all sums due hereunder is
accelerated under the terms of the Credit Agreement, this Note, and all other
indebtedness of the Borrower to the Lender shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby waived by the Borrower.

                  In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees.

                  This Note and the Loans evidenced hereby may be transferred in
whole or in part only by registration of such transfer on the Register
maintained by or on behalf of the Borrower as provided in Section 11.3(c) of the
Credit Agreement.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer as of the day and year first above
written.

                                  INSIGHT HEALTH SERVICES CORP.

                                  By:
                                     -----------------------------------------
                                  Name:
                                       ---------------------------------------
                                  Title:
                                        --------------------------------------
<PAGE>
                                   EXHIBIT 3.2

                    FORM OF NOTICE OF CONTINUATION/CONVERSION

Bank of America, N. A.,
  as Administrative Agent for the Lenders
101 North Tryon Street
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention:  Agency Services

Ladies and Gentlemen:

                  The undersigned, InSight Health Services Corp. (the
"Borrower"), refers to the Credit Agreement dated as of October 17, 2001 (as
amended, modified, restated or supplemented from time to time, the "Credit
Agreement"), among the Borrower, the Guarantors, the Lenders, The CIT
Group/Business Credit, Inc., as Documentation Agent, First Union National Bank,
as Syndication Agent, and Bank of America, N. A., as Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The Borrower hereby
gives notice pursuant to Section 3.2 of the Credit Agreement that it requests a
continuation or conversion of a [Revolving Loan] [Delayed-Draw Term Loan]
[Tranche B Term Loan] outstanding under the Credit Agreement, and in connection
therewith sets forth below the terms on which such continuation or conversion is
requested to be made:

(A)     Loan Type/Tranche

        -----------------------

(B)     Date of Continuation or Conversion
        (which is the last day of the
        the applicable Interest Period)

        -----------------------

(C)     Principal Amount of Continuation or Conversion

        -----------------------

(D)     Interest rate basis

        -----------------------

(E)     Interest Period and the last day thereof
                                                          ----------------------
<PAGE>
                                   InSight Health Services Corp.

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
<PAGE>
                                 EXHIBIT 7.1(c)

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

                  For the fiscal quarter ended _________________, 20___.

                  I, ______________________, [Title] of InSight Health Services
Corp. (the "Borrower") hereby certify that, to the best of my knowledge and
belief, with respect to that certain Credit Agreement dated as of October 17,
2001 (as amended, modified, restated or supplemented from time to time, the
"Credit Agreement"; all of the defined terms in the Credit Agreement are
incorporated herein by reference) among the Borrower, the Guarantors, the
Lenders, The CIT Group/Business Credit, Inc., as Documentation Agent, First
Union National Bank, as Syndication Agent, and Bank of America, N. A., as
Administrative Agent:

         a.       The company-prepared financial statements which accompany this
                  certificate are true and correct in all material respects and
                  have been prepared in accordance with GAAP applied on a
                  consistent basis, subject to changes resulting from normal
                  year-end audit adjustments.

         b.       Since ___________ (the date of the last similar certification,
                  or, if none, the Closing Date), [no Default or Event of
                  Default exists] [a Default or Event of Default exists caused
                  by ______________ and the Credit Parties propose to take the
                  following actions with respect thereto:
                  __________________________].

                  Delivered herewith are detailed calculations demonstrating
compliance by the Credit Parties with the financial covenants contained in
Section 7.9 of the Credit Agreement as of the end of the fiscal period referred
to above.

                  This ______ day of ___________, 200_


                                   InSight Health Services Corp.

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
<PAGE>
                       Attachment to Officer's Certificate

                       COMPUTATION OF FINANCIAL COVENANTS
<PAGE>
                                  EXHIBIT 7.11

                            FORM OF JOINDER AGREEMENT

                  THIS JOINDER AGREEMENT (the "Agreement"), dated as of
_____________, 200_, is by and between _____________________, a
___________________ (the "Subsidiary"), and BANK OF AMERICA, N. A., in its
capacity as Administrative Agent under that certain Credit Agreement (as it may
be amended, modified, restated or supplemented from time to time, the "Credit
Agreement"), dated as of October 17, 2001, by and among InSight Health Services
Corp., a Delaware corporation (the "Borrower"), the Guarantors, the Lenders, The
CIT Group/Business Credit, Inc., as Documentation Agent, First Union National
Bank, as Syndication Agent, and Bank of America, N. A., as Administrative Agent.
All of the defined terms in the Credit Agreement are incorporated herein by
reference.

                  The Credit Parties are required by Section 7.10 of the Credit
Agreement to cause the Subsidiary to become a "Guarantor".

                  Accordingly, the Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:

                  1.       The Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Subsidiary will be deemed
to be a party to the Credit Agreement and a "Guarantor" for all purposes of the
Credit Agreement, and shall have all of the obligations of a Guarantor
thereunder as if it had executed the Credit Agreement. The Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Guarantors contained in the Credit
Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the Subsidiary hereby jointly and severally together with the other
Guarantors, guarantees to each Lender and the Administrative Agent, as provided
in Section 4 of the Credit Agreement, the prompt payment and performance of the
Credit Party Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration or otherwise) strictly in accordance with
the terms thereof.

                  2.       The Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Subsidiary will be deemed
to be a party to the Security Agreement, and shall have all the obligations of
an "Obligor" (as such term is defined in the Security Agreement) thereunder as
if it had executed the Security Agreement. The Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. Without limiting generality of
the foregoing terms of this paragraph 2, the Subsidiary hereby grants to the
Administrative Agent, for the benefit of the Lenders, a continuing security
interest in, and a right of set off against any and all right, title and
interest of the Subsidiary in and to the Collateral (as such term is defined in
Section 2 of the Security Agreement) owned by the Subsidiary. The Subsidiary
hereby represents and warrants to the Administrative Agent that:
<PAGE>
                  (i)      The Subsidiary's jurisdiction of organization, chief
         executive office and chief place of business are (and for the prior
         four months have been) located at the locations set forth on Schedule 1
         attached hereto and the Subsidiary keeps its books and records at such
         locations.

                  (ii)     The location of all Collateral owned by the
         Subsidiary is as shown on Schedule 2 attached hereto.

                  (iii)    The Subsidiary's legal name is as shown in this
         Agreement and the Subsidiary has not in the past four months changed
         its name, been party to a merger, consolidation or other change in
         structure or used any tradename except as set forth in Schedule 3
         attached hereto.

                  (iv)     The patents and trademarks listed on Schedule 4
         attached hereto constitute all of the registrations and applications
         for the patents and trademarks owned by the Subsidiary.

                  3.       The Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Subsidiary will be deemed
to be a party to the Pledge Agreement, and shall have all the obligations of a
"Obligor" thereunder as if it had executed the Pledge Agreement. The Subsidiary
hereby ratifies, as of the date hereof, and agrees to be bound by, all the
terms, provisions and conditions contained in the Pledge Agreement. Without
limiting the generality of the foregoing terms of this paragraph 3, the
Subsidiary hereby pledges and assigns to the Administrative Agent, for the
benefit of the Lenders, and grants to the Administrative Agent, for the benefit
of the Lenders, a continuing security interest in any and all right, title and
interest of the Subsidiary in and to Pledged Shares (as such term is defined in
Section 2 of the Pledge Agreement) listed on Schedule 5 attached hereto and the
other Pledged Collateral (as such term is defined in Section 2 of the Pledge
Agreement).

                  4.       The address of the Subsidiary for purposes of all
notices and other communications is ____________________,
____________________________, Attention of ______________ (Facsimile No.
____________).

                  5.       The Subsidiary hereby waives acceptance by the
Administrative Agent and the Lenders of the guaranty by the Subsidiary under
Section 4 of the Credit Agreement upon the execution of this Agreement by the
Subsidiary.

                  6.       This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract.

                  7.       This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.
<PAGE>
                  IN WITNESS WHEREOF, the Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officers, and the Administrative
Agent, for the benefit of the Lenders, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.

                                  [SUBSIDIARY]

                                  By:
                                     -----------------------------------------
                                  Name:
                                       ---------------------------------------
                                  Title:
                                        --------------------------------------


                                  Acknowledged and accepted:

                                  BANK OF AMERICA, N. A.,
                                  as Administrative Agent

                                  By:
                                     -----------------------------------------
                                  Name:
                                       ---------------------------------------
                                  Title:
                                        --------------------------------------
<PAGE>
                                   SCHEDULE 1
                          TO FORM OF JOINDER AGREEMENT

                           [Chief Executive Office and
                     Chief Place of Business of Subsidiary]
<PAGE>
                                   SCHEDULE 2
                          TO FORM OF JOINDER AGREEMENT

                       [Types and Locations of Collateral]
<PAGE>
                                   SCHEDULE 3
                          TO FORM OF JOINDER AGREEMENT

                                  [Tradenames]
<PAGE>
                                   SCHEDULE 4
                          TO FORM OF JOINDER AGREEMENT

                            [Patents and Trademarks]
<PAGE>
                                   SCHEDULE 5
                          TO FORM OF JOINDER AGREEMENT

                                [Pledged Shares]



<PAGE>

                                 EXHIBIT 11.3(b)

                        FORM OF ASSIGNMENT AND ACCEPTANCE

         This Assignment and Acceptance Agreement (the "ASSIGNMENT") is dated as
of the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the
"ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"CREDIT AGREEMENT"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, letters of credit)
(the "ASSIGNED INTEREST"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

<TABLE>
<S>    <C>                     <C>
1.     Assignor:

2.     Assignee:                                                [and is an
                               --------------------------------
                               [Affiliate]  [Approved Fund]](1)

3.     Borrower:               InSight Health Services Corp.

4.    Administrative Agent:    Bank of America, N.A., as the administrative
                               agent under the Credit Agreement

5.     Credit Agreement:       The $275,000,000 Credit Agreement dated as of
                               October 17, 2001 among InSight Health Services
                               Corp., as Borrower, the Guarantors party thereto,
                               the Lenders party thereto, Bank of America, N.A.,
                               as Administrative Agent, The CIT Group/Business
                               Credit, Inc., as Documentation Agent, and First
                               Union National Bank, as Syndication Agent
</TABLE>

--------
(1) Select as applicable.
<PAGE>
6.    Assigned Interest(2):

<TABLE>
<CAPTION>
                              Total Commitment/       Amount of          Percentage
                                Loans for all     Commitment/Loans    Assigned of Total
    Facility Assigned              Lenders            Assigned        Commitment/Loans
    -----------------              -------            --------        ----------------
<S>                           <C>                 <C>                 <C>
  Revolving Commitment          $                  $
                                 ------------       -------------
     Revolving Loans            $                  $                              %
                                 ------------       -------------        ---------
 Delayed-Draw Term Loan
      Commitment(3)
      Tranche ____              $                  $                              %
                                 ------------       -------------        ---------
Delayed-Draw Term Loan(4)
      Tranche ____              $                  $                              %
                                 ------------       -------------        ---------
   Tranche B Term Loan          $                  $                              %
                                 ------------       -------------        ---------
</TABLE>

Effective Date:  ____________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

         The terms set forth in this Assignment are hereby agreed to:

                                    ASSIGNOR
                                    [NAME OF ASSIGNOR]

                                    By:
                                       ---------------------------------------
                                    Name:
                                         -------------------------------------
                                    Title:
                                          ------------------------------------


                                    ASSIGNEE
                                    [NAME OF ASSIGNEE]

                                    By:
                                       ---------------------------------------
                                    Name:
                                         -------------------------------------
                                    Title:
                                          ------------------------------------


--------
2    Complete as applicable

3    Add additional lines if more than one Delayed-Draw Term Loan Commitment
     Tranche is being assigned.

4    Add additional lines if more than one Delayed-Draw Term Loan Tranche is
     being assigned.
<PAGE>
Consented to and Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------


INSIGHT HEALTH SERVICES CORP.


By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------




If this is an assignment of all or a portion of the Revolving Loans or Revolving
Commitments:

Consented to:

BANK OF AMERICA, N.A., as
Issuing Lender

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------
<PAGE>
                                     ANNEX 1

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ACCEPTANCE AGREEMENT

         1. Representations and Warranties.

         1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Credit Document (as defined below), (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document delivered pursuant thereto, other than this
Assignment (herein collectively the "Credit Documents"), or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document.

         1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder and the Assignor shall be released from such
obligations, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 7.1
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and to purchase the Assigned Interest on the basis of which it
has made such analysis and decision, and (v) if it is a foreign Lender, attached
to the Assignment is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make is own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.

         2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts, which have accrued from and after the Effective Date.

         3. General Provisions. This Assignment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment by telecopy shall be effective as delivery
of a manually executed counterpart of this Assignment. This Assignment shall be
governed by, and construed in accordance with, the law of the State of New York.
<PAGE>
                 SCHEDULE 1.1A - SCHEDULED FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                    Q3-01        Q4-01
       all figures in thousands                     Mar-01      June-01
       ========================                     ======      =======
<S>                                                <C>          <C>
CONSOLIDATED CAPITAL EXPENDITURES                  $   735      $ 7,910


CONSOLIDATED EBITDA                                $21,097      $22,265


CONSOLIDATED MAINTENANCE CAPITAL EXPENDITUREs      $   435      $ 4,210


CONSOLIDATED RENTAL EXPENSE                        $ 3,299      $ 2,712
</TABLE>
<PAGE>
                         SCHEDULE 1.1B - JOINT VENTURES

<TABLE>
<S>      <C>
1.       Berwyn Magnetic Resonance Center, LLC

2.       Connecticut Lithotripsy, LLC

3.       Daniel Freeman MRI, LLC

4.       Dublin Diagnostic Imaging, LLC

5.       Garfield Imaging Center, Ltd.

6.       Granada Hills Open MRI, LLC

7.       InSight-Premier Health, LLC

8.       Lockport MRI, LLC

9.       Southern Connecticut Imaging Centers, LLC*

10.      St. John's Regional Imaging Center, LLC

11.      Sun Coast Imaging Center, LLC

12.      Toms River Imaging Associates, L.P.

13.      Wilkes-Barre Imaging, LLC

14.      Central Maine Magnetic Imaging Associates*

15.      Greater Waterbury Imaging Center, L.P.*

16.      Maine Molecular Imaging, LLC*

17.      Metabolic Imaging of Kentucky, LLC*

18.      Northern Indiana Oncology Center of Porter Memorial Hospital, LLC*

19.      Parkway Imaging Center, LLC*
</TABLE>

---------
*    Unrestricted Joint Venture
<PAGE>
                            SCHEDULE 6.9 - LITIGATION


None.
<PAGE>
                              SCHEDULE 6.12 - ERISA

None.
<PAGE>
                      SCHEDULE 6.13A - CONSOLIDATED PARTIES

                    CORPORATE AND CAPITAL OWNERSHIP STRUCTURE


COMPANY NAME:  INSIGHT HEALTH SERVICES ACQUISITION CORP.

<TABLE>
<CAPTION>
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
   InSight Health
 Services Holdings
       Corp.                  1                 Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  INSIGHT HEALTH SERVICES CORP.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
   InSight Health
 Services Holdings
       Corp.                  1                 Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  DIAGNOSTIC SOLUTIONS CORP.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
    Maxum Health
   Services Corp.           1,000               Common                 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPANY NAME:  INSIGHT HEALTH CORP.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
   InSight Health
   Services Corp.           1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  MAXUM HEALTH CORP.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
InSight Health
Services Corp.              1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  MAXUM HEALTH SERVICES CORP.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
 Maxum Health Corp.         1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  MAXUM HEALTH SERVICES OF DALLAS, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
<S>                    <C>                  <C>               <C>
    Maxum Health
   Services Corp.           1,000               Common                 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPANY NAME:  MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
    Maxum Health
   Services Corp.           1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  NDDC, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
    Maxum Health
   Services Corp.           1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  OPEN MRI, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
   InSight Health
   Services Corp.           1,000               Common                 0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  RADIOSURGERY CENTERS, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
InSight Health Corp.         100                Common                 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPANY NAME:  SIGNAL MEDICAL SERVICES, INC.
                                                                NUMBER OF SHARES
                                                                   ISSUABLE UPON
                                                                     EXERCISE OR
      NAME OF                                                    CONVERSION OF
    SHAREHOLDER        NUMBER OF SHARES     CLASS OF STOCK    OPTIONS OR WARRANTS
    -----------        ----------------     --------------    -------------------
<S>                    <C>                  <C>               <C>
   InSight Health           1,000               Common                 0
   Services Corp.
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  BERWYN MAGNETIC RESONANCE CENTER, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                75%                         0
   VHS of Illinois, Inc.               25%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  CONNECTICUT LITHOTRIPSY, LLC
                                                         NUMBER OF UNITS ISSUABLE
                                                        UPON EXERCISE OR CONVERSION
      NAME OF MEMBER            PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------            -------------------      -----------------------
<S>                             <C>                     <C>
Signal Medical Services, Inc.          60%                         0
 Robert H. Lovegrove, M.D.          1.350601%                      0
  Jonathan Abel Waxberg,
           M.D.                     1.350601%                      0
Vincent J. Tumminello, M.D.         1.350601%                      0
 Peter F. D'Addario, M.D.           1.350601%                      0
 Michael A. Fischman, M.D.          1.350601%                      0
   Kenneth R. Kurz, M.D.            1.350601%                      0
 Robert F. Morrison, M.D.           1.350601%                      0
  Thomas E. Staley, M.D.            1.350601%                      0
  Anthony Distefano, M.D.           1.350601%                      0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                         NUMBER OF UNITS ISSUABLE
                                                        UPON EXERCISE OR CONVERSION
      NAME OF MEMBER            PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------            -------------------      -----------------------
<S>                             <C>                     <C>
Arthur E. La Montague, Jr.,
           M.D.                     1.350601%                      0
  Robert D. Rodner, M.D.            1.350601%                      0
  Richard S. Allen, M.D.            1.350601%                      0
    Stephen C. Yu, M.D.             1.350601%                      0
  Herbert Schettler, M.D.           1.350601%                      0
   James DeVanney, M.D.             1.350601%                      0
  Anthony D. Quinn, M.D.            1.350601%                      0
  Steven H. Schoenberger,
           M.D.                     1.350601%                      0
Franklin P. Friedman, M.D.          1.350601%                      0
 Laurence D. Muldoon, M.D.          1.350601%                      0
 Martin H. Reichgut, M.D.           1.350601%                      0
   James P. Roach, M.D.             1.350601%                      0
   William C. Weed, M.D.            1.350601%                      0
 Michael J. Flanagan, M.D.          0.906568%                      0
  Robert A. Feldman, M.D.           0.888067%                      0
   Jeffrey M. Wolk, M.D.            0.888067%                      0
   Harvey E. Armel, M.D.            0.765957%                      0
  Jeffrey D. Small, M.D.            0.706763%                      0
   Roger S. Schual, M.D.            0.699352%                      0
   Milton F. Armm, M.D.             0.640148%                      0
   Arthur C. Pinto, M.D.            0.555042%                      0
 Howard L. Zuckerman, M.D.          0.540241%                      0
     Paul Kraus, M.D.               0.514339%                      0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                         NUMBER OF UNITS ISSUABLE
                                                        UPON EXERCISE OR CONVERSION
      NAME OF MEMBER            PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------            -------------------      -----------------------
<S>                             <C>                     <C>
  Nicholas A. Viner, M.D.           0.492137%                      0
   Jerome K. Roth, M.D.             0.370028%                      0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  DANIEL FREEMAN MRI, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.               55.6%                        0

 Daniel Freeman Hospital,
           Inc.                       44.4%                        0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  DUBLIN DIAGNOSTIC IMAGING, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                51%                         0

    Stephen J. Pomeranz                49%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  GARFIELD IMAGING CENTER, LTD.
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF PARTNER          PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      ---------------          -------------------      -----------------------
<S>                            <C>                     <C>
    InSight Health Corp                90%                         0

   Gordon P. Boroditsky                 5%                         0

      F. Clark Gordon                   5%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  GRANADA HILLS OPEN MRI, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.               66.6%                        0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
International Philanthropic
    Hospital Foundation               33.4%                        0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  INSIGHT-PREMIER HEALTH, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                70%                         0

    Premier Health, LLC                30%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  LOCKPORT MRI, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                70%                         0

      James E. Kelly                   10%                         0

      Jayant G. Kale                   10%                         0

     Charles E. Lannon                 10%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  MRI ASSOCIATES, L.P.
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF PARTNER          PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      ---------------          -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                99%                         0

   Maxum Health Services                1%                         0
           Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPANY NAME:  ST. JOHN'S REGIONAL IMAGING CENTER, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                51%                         0

     CHW Central Coast                 49%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  SUN COAST IMAGING CENTER, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                51%                         0

    Sun Coast Hospital                 49%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME:  WILKES-BARRE IMAGING, LLC
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF MEMBER           PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      --------------           -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                90%                         0

        Roy Assael                     10%                         0
</TABLE>

<TABLE>
<CAPTION>
COMPANY NAME: TOMS RIVER IMAGING ASSOCIATES, L.P.
                                                        NUMBER OF UNITS ISSUABLE
                                                       UPON EXERCISE OR CONVERSION
      NAME OF PARTNER          PERCENTAGE OF UNITS       OF OPTIONS OR WARRANTS
      ---------------          -------------------      -----------------------
<S>                            <C>                     <C>
   InSight Health Corp.                50%                         0

Center State Health Services           50%                         0
        Corporation
</TABLE>
<PAGE>
                 SCHEDULE 6.13B - BORROWER AND ITS SUBSIDIARIES

I.    WHOLLY OWNED SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                                                    NUMBER OF SHARES
                                                                                                      COVERING ALL
                                                                                                  OUTSTANDING OPTIONS,
                                                                                                  WARRANTS, RIGHTS OF
                                                                   NUMBER AND PERCENTAGE OF          CONVERSION OR
                           JURISDICTION OF    NUMBER OF SHARES          SHARES OWNED BY             PURCHASE AND ALL
      COMPANY NAME          INCORPORATION       OUTSTANDING          CONSOLIDATED PARTIES         OTHER SIMILAR RIGHTS
      ------------          -------------       -----------          --------------------         --------------------
<S>                        <C>               <C>                  <C>                            <C>
InSight Health Services       Delaware       1 share of common    1 share of common stock, par             0
   Acquisition Corp.                          stock, par value       value $0.001 owned by
                                                   $0.001           InSight Health Services
                                                                        Holdings Corp.
                                                                    (100% owned by InSight
                                                                   Health Services Holdings
                                                                            Corp.)

InSight Health Services       Delaware       1 share of common    1 share of common stock, par             0
         Corp.                                stock, par value       value $0.001 owned by
                                                   $0.001           InSight Health Services
                                                                        Holdings Corp.
                                                                    (100% owned by InSight
                                                                   Health Services Holdings
                                                                            Corp.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                    NUMBER OF SHARES
                                                                                                      COVERING ALL
                                                                                                  OUTSTANDING OPTIONS,
                                                                                                  WARRANTS, RIGHTS OF
                                                                   NUMBER AND PERCENTAGE OF          CONVERSION OR
                           JURISDICTION OF    NUMBER OF SHARES          SHARES OWNED BY             PURCHASE AND ALL
      COMPANY NAME          INCORPORATION       OUTSTANDING          CONSOLIDATED PARTIES         OTHER SIMILAR RIGHTS
      ------------          -------------       -----------          --------------------         --------------------
<S>                        <C>               <C>                  <C>                            <C>
Diagnostic Solutions Corp.    Delaware        1,000 shares of     1,000 shares of common stock,            0
                                               common stock,        $0.1 par value owned by
                                               $0.1 par value     Maxum Health Services Corp.
                                                                     (100% owned by Maxum
                                                                    Health Services Corp.)

  InSight Health Corp.        Delaware          1,000 shares      1,000 shares common stock,               0
                                               common stock,       $0.03 par value owned by
                                              $0.03 par value     InSight Health Services Corp.
                                                                    (100% owned by InSight
                                                                    Health Services Corp.)

   Maxum Health Corp.         Delaware          1,000 shares      1,000 shares common stock,               0
                                               common stock,       $0.01 par value owned by
                                              $0.01 par value     InSight Health Services Corp.
                                                                    (100% owned by InSight
                                                                    Health Services Corp.)

 Maxum Health Services        Delaware        1,000 shares of     1,000 shares of common stock,            0
         Corp.                                 common stock,       $0.10 par value owned by
                                              $0.10 par value         Maxum Health Corp.
                                                                     (100% owned by Maxum
                                                                         Health Corp.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                    NUMBER OF SHARES
                                                                                                      COVERING ALL
                                                                                                  OUTSTANDING OPTIONS,
                                                                                                  WARRANTS, RIGHTS OF
                                                                   NUMBER AND PERCENTAGE OF          CONVERSION OR
                           JURISDICTION OF    NUMBER OF SHARES          SHARES OWNED BY             PURCHASE AND ALL
      COMPANY NAME          INCORPORATION       OUTSTANDING          CONSOLIDATED PARTIES         OTHER SIMILAR RIGHTS
      ------------          -------------       -----------          --------------------         --------------------
<S>                        <C>               <C>                  <C>                            <C>
Maxum Health Services of        Texas         1,000 shares of     1,000 shares of common stock,            0
      Dallas, Inc.                             common stock,        $0.1 par value owned by
                                               $0.1 par value     Maxum Health Services Corp.
                                                                     (100% owned by Maxum
                                                                    Health Services Corp.)

Maxum Health Services of        Texas         1,000 shares of     1,000 shares of common stock,            0
   North Texas, Inc.                           common stock,        $0.1 par value owned by
                                               $0.1 par value     Maxum Health Services Corp.
                                                                     (100% owned by Maxum
                                                                    Health Services Corp.)

       NDDC, Inc.               Texas         1,000 shares of     1,000 shares of common stock,            0
                                               common stock,        $0.1 par value owned by
                                               $0.1 par value     Maxum Health Services Corp.
                                                                     (100% owned by Maxum
                                                                    Health Services Corp.)

     Open MRI, Inc.           Delaware        1,000 shares of     1,000 shares of common stock,            0
                                               common stock,       $0.01 par value owned by
                                              $0.01 par value     InSight Health Services Corp.
                                                                    (100% owned by InSight
                                                                    Health Services Corp.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                    NUMBER OF SHARES
                                                                                                      COVERING ALL
                                                                                                  OUTSTANDING OPTIONS,
                                                                                                  WARRANTS, RIGHTS OF
                                                                   NUMBER AND PERCENTAGE OF          CONVERSION OR
                           JURISDICTION OF    NUMBER OF SHARES          SHARES OWNED BY             PURCHASE AND ALL
      COMPANY NAME          INCORPORATION       OUTSTANDING          CONSOLIDATED PARTIES         OTHER SIMILAR RIGHTS
      ------------          -------------       -----------          --------------------         --------------------
<S>                        <C>               <C>                  <C>                            <C>
Radiosurgery Centers, Inc.    Delaware         100 shares of      100 shares of common stock,              0
                                               common stock,        $.01 par value owned by
                                               $.01 par value        InSight Health Corp.
                                                                    (100% owned by InSight
                                                                         Health Corp.)

Signal Medical Services,      Delaware        1,000 shares of     1,000 shares of common stock,            0
          Inc.                                 common stock,       $.001 par value owned by
                                              $.001 par value     InSight Health Services Corp.
                                                                    (100% owned by InSight
                                                                    Health Services Corp.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                   NUMBER OF UNITS
                                                                                                    COVERING ALL
                                                                                                    OUTSTANDING
                                                                                                      OPTIONS,
                                                                                                  WARRANTS, RIGHTS
                                                                                                  OF CONVERSION OR
                                                                          % OF UNITS              PURCHASE AND ALL
                                                                     OUTSTANDING OWNED BY           OTHER SIMILAR
            COMPANY NAME           JURISDICTION OF ORGANIZATION      CONSOLIDATED PARTIES              RIGHTS
            ------------           ----------------------------      --------------------              ------
<S>                                <C>                               <C>                          <C>

        MRI Associates, L.P.                   Indiana               99% InSight Health Corp.             0
                                                                     1% Maxum Health
                                                                     Services Corp.
</TABLE>

II.   Joint Ventures

<TABLE>
<CAPTION>
                                                                                                   NUMBER OF UNITS
                                                                                                    COVERING ALL
                                                                                                    OUTSTANDING
                                                                                                      OPTIONS,
                                                                                                  WARRANTS, RIGHTS
                                                                                                  OF CONVERSION OR
                                                                          % OF UNITS              PURCHASE AND ALL
                                                                     OUTSTANDING OWNED BY           OTHER SIMILAR
            COMPANY NAME           JURISDICTION OF ORGANIZATION      CONSOLIDATED PARTIES              RIGHTS
            ------------           ----------------------------      --------------------              ------
<S>                                <C>                               <C>                          <C>
Berwyn Magnetic Resonance Center,            Illinois                75% InSight Health Corp.            0
               LLC

   Connecticut Lithotripsy, LLC            Connecticut               60% Signal Medical                  0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                   NUMBER OF UNITS
                                                                                                    COVERING ALL
                                                                                                    OUTSTANDING
                                                                                                      OPTIONS,
                                                                                                  WARRANTS, RIGHTS
                                                                                                  OF CONVERSION OR
                                                                          % OF UNITS              PURCHASE AND ALL
                                                                     OUTSTANDING OWNED BY           OTHER SIMILAR
            COMPANY NAME           JURISDICTION OF ORGANIZATION      CONSOLIDATED PARTIES              RIGHTS
            ------------           ----------------------------      --------------------              ------
<S>                                <C>                               <C>                          <C>
                                                                     Services, Inc.
     Daniel Freeman MRI, LLC                California               55.6% InSight Health                 0
                                                                     Corp.

  Dublin Diagnostic Imaging, LLC               Ohio                  51% InSight Health Corp.             0

  Garfield Imaging Center, Ltd.             California               90% InSight Health Corp.             0

   Granada Hills Open MRI, LLC              California               66.6% InSight Health                 0
                                                                     Corp.

   InSight-Premier Health, LLC                Maine                  70% InSight Health Corp.             0

        Lockport MRI, LLC                    New York                70% InSight Health Corp.             0

St. John's Regional Imaging Center,         California               51% InSight Health Corp.             0
               LLC

  Sun Coast Imaging Center, LLC              Florida                 51% InSight Health Corp.             0

Toms River Imaging Associates, L.P.         New Jersey               50% InSight Health Corp.             0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                   NUMBER OF UNITS
                                                                                                    COVERING ALL
                                                                                                    OUTSTANDING
                                                                                                      OPTIONS,
                                                                                                  WARRANTS, RIGHTS
                                                                                                  OF CONVERSION OR
                                                                          % OF UNITS              PURCHASE AND ALL
                                                                     OUTSTANDING OWNED BY           OTHER SIMILAR
            COMPANY NAME           JURISDICTION OF ORGANIZATION      CONSOLIDATED PARTIES              RIGHTS
            ------------           ----------------------------      --------------------              ------
<S>                                <C>                               <C>                          <C>
    Wilkes-Barre Imaging, LLC              Pennsylvania              90% InSight Health Corp.            0
</TABLE>

<PAGE>

                    SCHEDULE 6.16 - ENVIRONMENTAL DISCLOSURES

None.
<PAGE>
                      SCHEDULE 6.17 - INTELLECTUAL PROPERTY

a.   InSight Health Services and Design - Service Mark Reg. No. 2,229,303
     registered March 2, 1999

b.   InSight - Service Mark Reg. No. 2,485,208 registered September 4, 2001

c.   Maxum X and Design - Service Mark Reg. No. 1,634,498, registered February
     5, 1991 (renewal application filed)

d.   Open MRI and Design - Service Mark Reg. No. 2,432,997 registered March 6,
     2001

e.   Ocean Medical Imaging Center- Service Mark Reg. No. 12344, registered
     December 1, 1993 (New Jersey)

f.   OMIC- Service Mark Reg. No. 12370, registered December 30, 1993 (New
     Jersey)
<PAGE>
                       SCHEDULE 6.20(A) - REAL PROPERTIES

<TABLE>
<CAPTION>
I.   OWNED LAND AND OWNED IMPROVEMENTS

          OWNER                           ADDRESS                      COUNTY
<S>                                 <C>                               <C>

1.   InSight Health Corp.           1199 8th Avenue, Fort Worth,       Tarrant
                                    Texas
2.   InSight Health Corp.           1301 McCallie Avenue,             Hamilton
                                    Chattanooga, Tennessee



II.  OWNED LAND - UNIMPROVED

          OWNER                           ADDRESS                      COUNTY

     InSight Health Corp.           12th Avenue, Fort Worth,           Tarrant
                                    Tarrant County, Texas
</TABLE>
<PAGE>
III. GROUND LEASES WITH OWNED IMPROVEMENTS

<TABLE>
<CAPTION>
          CENTER                                   ADDRESS                COUNTY
<S>                                           <C>                         <C>

1.   Berwyn Magnetic Resonance Center*        3345 South Oak Park Avenue,  Cook
     Landlord:                                Berwyn, Illinois
     MacNeal Management Services, Inc.
     Tenant:
     Berwyn Magnetic Resonance Center, LLC

2.   Diagnostic Outpatient Center             300 West 61st Avenue,        Lake
     Landlord:                                Hobart, Indiana
     Lakeshore Health System, Inc. d/b/a
       St. Mary
     Medical Center - Hobart
     Tenant:
     InSight Health Corp.

3.   Garfield Imaging Center*                 555 North Garfield Avenue,  Los Angeles
     Landlord:                                Monterey Park, California
     NME Hospitals, Inc.
     Tenant:
     Garfield Imaging Center, Ltd.

4.   LAC+USC Imaging Science Center           1744 Zonal Avenue, Los      Los Angeles
     Landlord:                                Angeles, California
     County of Los Angeles
     Tenant:
     InSight Health Corp. (formerly
      American Health Services Corp.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER                                   ADDRESS                   COUNTY
<S>                                           <C>                            <C>

5.   Harbor/UCLA Diagnostic Imaging Center    21828 South Normandie          Los Angeles
     Landlord:                                Avenue, Torrance, California
     County of Los Angeles
     Tenant:
     InSight Health Corp. (successor-in-
      interest to International Imaging
      Equities 84-6, Inc.)

6.   Sun Coast Imaging Center*                2025 Indian Rocks Road,         Pinellas
     Landlord:                                Largo, Florida
     Sun Coast Hospital, Inc.
     Tenant:
     Sun Coast Imaging Center, LLC

7.   Open MRI Center of Granada Hills*        10461 Balboa Boulevard,        Los Angeles
     Landlord:                                Granada Hills, California
     International Philanthropic Hospital
      Foundation
     d/b/a Granada Hills Community Hospital
     Tenant:
     Granada Hills Open MRI, LLC

8.   Wilkes-Barre Imaging Center*             146 Mundy Street, Wilkes-        Luzerne
     Landlord:                                Barre, Pennsylvania
     Allied Healthcare Services, Inc.
     Tenant:
     Wilkes-Barre Imaging, LLC
</TABLE>
<PAGE>
IV.  LEASED PROPERTIES
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                COUNTY
<S>                                           <C>                         <C>


1.   Broad Street Imaging Center*             750 East Broad Street,        Franklin
     Landlord:                                Columbus, Ohio
     Broad Street Proscan Imaging Ltd.
     Tenant:
     InSight Health Corp.

2.   Daniel Freeman Marina MRI Center         4658 Lincoln Blvd., Marina   Los Angeles
     Landlord:                                Del Rey, California
     Daniel Freeman Hospitals Incorporated
      d/b/a
     Daniel Freeman Marina Hospital
     Tenant:
     Daniel Freeman MRI, LLC

3.   Dublin Diagnostic Imaging Center*        4351 Dale Drive, Suite 1000,  Franklin
     Landlord:                                Dublin, Ohio
     Dublin Imaging and Sports Medicine
      Building, Ltd.
     Tenant:
     Dublin Diagnostic Imaging, LLC

4.   InSight Diagnostic Imaging Centers -     5040 North 15th Avenue.       Maricopa
      Camelback*                              #401, Phoenix, Arizona
     Landlord:
     Camelback Medical Plaza Associates,
      LLP
     Tenant:
     InSight Health Corp. (successor-in-
      interest to Princeps Southwest LLC)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                           ADDRESS                    COUNTY
<S>                                            <C>                           <C>

5.   InSight Diagnostic Imaging Centers -
       Peoria*                                 13660 North 94th Drive, #D1,  Maricopa
                                               D2, and D4 Peoria, Arizona
     Landlord:
     Plaza del Rio Properties, LLC
     Tenant:
     InSight Health Corp.   Suite # D1

     Landlord:
     Plaza del Rio Properties, LLC
     Tenant:
     InSight Health Corp.   Suites # D2
                            and D4

6.   InSight Diagnostic Imaging Centers -
      Tempe*                                  1950 East Southern Avenue,     Maricopa
     Landlord:                                #105, Tempe, Arizona
     Tierra Firme One, LLC
     Tenant:
     InSight Health Corp.

7.   InSight Diagnostic Imaging Centers -
       Thomas                                 1848 East Thomas Road,         Maricopa
     Imaging*                                 Phoenix, Arizona
     Landlord:
     Fortuna Water Company
     Tenant:
     InSight Health Corp.

8.   InSight Diagnostic Imaging Centers -     2921 North 18th Place,         Maricopa
      Thomas                                  Phoenix, Arizona
     Road MRI*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                COUNTY
<S>                                           <C>                         <C>

     Landlord:
     Imrad, Inc.
     Tenant:
     InSight Health Corp.

9.   InSight Mountain Diagnostics*            800 Shadow Lane, Las Vegas,    Clark
     Landlord:                                Nevada
     Borstein Partners, Ltd.
     Tenant:
     InSight Health Corp.

10.  InSight Open MRI of Indianapolis*        8850 Shelby Street, #B1,       Marion
     Landlord:                                Indianapolis, Indiana
     Greg Allen & Associates
     Tenant:
     InSight Health Corp.

11.  InSight Open MRI -  Southern Regional*   590 Missouri Avenue, #200,     Clark
     Landlord:                                Clarksville, Indiana
     Commercial Logistics Corporation
     Tenant:
     InSight Health Corp.

12.  Marshwood Imaging Center*                Oak Hill Plaza, 33 Gorham    Cumberland
     Landlord:                                Road, Scarborough, Maine
     JDR Trust II
     Tenant:
     InSight - Premier Health, LLC

13.  Storage Space*                           2603-D 8th Avenue, Fort       Tarrant
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                   COUNTY
<S>                                           <C>                             <C>

     Landlord:                                Worth, Texas
     Fort Worth C & R, Inc
     Tenant:
     InSight Health Corp.

14.  Maxum Diagnostic Center - Forest Lane*   11617 North Central             Dallas
     Landlord:                                Expressway, Suite 132, Dallas,
     ASG Central Forest, Ltd. (successor-     Texas
      in-interest to Century Properties
      Fund XIII)
     Tenant:
     NDDC, Inc.

15.  Maxum Diagnostic Center - Preston Road*  17950 Preston Road, Suite       Dallas
     Landlord:                                120, Dallas, Texas
     17950 Partners, Ltd.
     Tenant:
     InSight Health Corp.

16.  Northtowns Imaging - Amherst*            8750 Transit Road, Suite 115,   Erie
     Landlord:                                Amherst, New York
     NPC, LLC
     Tenant:
     Lockport MRI, LLC

17.  Northtowns Imaging - Lockport*           170 Professional Parkway        Niagara
     Landlord:                                South, Lockport, New York
     Ulrich Development Company, LLC
     Tenant:
     Lockport MRI, LLC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                  COUNTY
<S>                                           <C>                            <C>

18.  Northtowns Imaging - Maple Road*          61 Maple Road, Williamsville,  Erie
     Landlord:                                 New York
     61 Maple Road Associates, LLC
     Tenant:
     Family Care Physicians
     Sublessee:
     Northtowns Medical Associates, PC
      (Lockport MRI, LLC)

19.  Northtowns Imaging - North Tonawanda*     624 River Road,                Erie
     Landlord:                                 Suite A5
     RER, LLC                                  North Tonawanda, New York
     Tenant:
     Lockport MRI, LLC

20.  Northtowns Imaging - Tonawanda*           2828 Sheridan Drive,           Erie
     Landlord:                                 Tonawanda, New York
     J.R. Nuchereno & Sons
     Tenant:
     Lockport MRI, LLC

21.  Northtowns Imaging - Williamsville*       1000 Youngs Road,              Erie
     Landlord:                                 Suite 106, Williamsville, New
     Meadowlands Professional Park Company     York
     Tenant:
     Lockport MRI, LLC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                              ADDRESS                COUNTY
<S>                                       <C>                             <C>

22.  Open MRI of Hayward*                 3521 Investment Boulevard,          Alameda
     Landlord:                            Suites 5 and 6, Hayward,
     PGP Northern Industrial, LP          California
     (successor-in- interest to Eden
      Plaza Associates)
     Tenant:
     InSight Health Corp.

23.  Open MRI of Orange County*           2620 South Bristol Street,         Orange
     Landlord:                            Santa Ana, California
     CP Bristol, LLC
     Tenant:
     InSight Health Corp.

24.  Open MRI of Pleasanton*              Rose Pavillion Shopping            Alameda
     Landlord:                            Center, 4225 Rosewood Drive,
     New Plan Excel Realty Trust, Inc.    Suites 4, 5, and 6, Pleasanton,
     Tenant:                              California
     InSight Health Corp. d/b/a Open MRI
      of Pleasanton

25.  Redwood City MRI*                    345 Convention Way, Suite          San Mateo
     Landlord:                            D1, Redwood City, California
     Brugger Corporation
     Tenant:
     InSight Health Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                COUNTY
<S>                                         <C>                           <C>

26.  St. John's Regional Imaging Center*    1700 North Rose, Suite 110,       Ventura
     Landlord:                              Oxnard, California
     CHW Central Coast
     Tenant:
     St. John's Regional Imaging Center,
      LLC

27.  The Imaging Center at Murfreesboro*    1001 and 1005 North Highland     Rutherford
     Landlord:                              Avenue, Murfreesboro,
     Marlin Properties, LLC                 Tennessee
     Tenant:
     InSight Health Corp.

28.  Thorn Run MRI*                         935 Thorn Run Road, Suite         Allegheny
     Landlord:                              116, Coraopolis, Pennsylvania
     Sewickley Valley Hospital
     Tenant:
     Maxum Health Services Corp.

29.  Washington Magnetic Resonance Center*  12455 East Washington            Los Angeles
     Landlord:                              Boulevard, Whittier,
     Washington Magnetic Resonance Center   California
     Tenant:
     InSight Health Corp.

30.  Eastern Regional Office*               74 and 76 Batterson Park           Hartford
     Landlord:                              Road, Farmington,
     Fusco Farmington Associates Limited    Connecticut
     Partnership
     Tenant:
     InSight Health Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                           ADDRESS                 COUNTY
<S>                                   <C>                                 <C>

31.  Western Region Billing Office*   3501 S. Harbor Blvd, Suite             Orange
     Landlord:                        210, Santa Ana, California
     The John R. Saunders Trust
     Tenant:
     InSight Health Corp.

32.  Corporate Office*                4400 MacArthur Blvd., Suites           Orange
     Landlord:                        800, 830, 880 and 740,
     Koll Center Newport Number 9     Newport Beach, California
     Tenant:
     InSight Health Corp.

33.  Midwest Billing Office*          8585 Broadway, Merrillville,           Lake
     Landlord:                        Indiana
     NBD Bank, N.A.
     Tenant:
     InSight Health Corp.

34.  Former DSC General Offices*      1170 Griffith Road, Space 9,           Lake
     Landlord:                        Lake Forest, Illinois
     Westwood Square Partnership
     Tenant:
     Diagnostic Solutions Corp.

35.  Storage Space*                   16745 South Lathrop Ave,               Cook
     Landlord:                        Harvey, Illinois
     AK Associates, LLC
     Tenant:
     InSight Health Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                  COUNTY
<S>                                           <C>                              <C>

36.  Billing Office*                          1836 East Thomas Road,           Maricopa
     Landlord:                                Phoenix, Arizona
     Prim & Property, LLC
     Tenant:
     InSight Health Corp. d/b/a/ InSight
      Diagnostic Centers

37.  General Office*                          1797 W. University, Suites       Maricopa
     Landlord:                                168, 169, and 170, Tempe,
     PS Business Parks, L.P.                  Arizona
     Tenant:
     InSight Health Corp.

38.  Eastern Region Office*                   120 Gibraltar Road, Suite 210,   Montgomery
     Landlord:                                Horsham, Pennsylvania
     Liberty Property Limited Partnerships
     Tenant:
     Complete Care Services, Inc.
     Sublessee:
     InSight Health Corp.

39.  Wilkes-Barre Billing Office*             150 Mundy Street, Wilkes-        Luzerne
     Landlord:                                Barre, Pennsylvania
     Family Physicians Associates of
     Wyoming
     Valley, P.C.
     Tenant:
     Wilkes-Barre Imaging, LLC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CENTER/OFFICE                             ADDRESS                COUNTY
<S>                                        <C>                            <C>

40.  Western Region Office*                22342 Avenida Empersa, Suite        Orange
     Landlord:                             165, Rancho Santa Margarita,
     Olen Commercial Realty Corp., a       California
     Nevada corporation
     Tenant:
     InSight Health Corp.

41.  Maine Billing Office*                 51 Nonesuch Plaza                 Cumberland
     Landlord:  Gringolet Associates       2nd Floor
     Tenant:                               Scarborough, Maine
     InSight Health Corp.

42.  Proposed New Center*                  1012 Union Street                  Penobscot
     Landlord:  Hilltop, Inc.              Bangor, Maine
     Tenant:
     InSight-Premier Health, LLC

43.  Ocean Medical Imaging Center*         21 Stockton Drive                    Ocean
     Landlord: Center State Health Group,  Toms River, New Jersey
      Inc.
     Tenant: OMIC Development Corp.
     Sublessee: Toms River Imaging
      Associates, L.P.
</TABLE>

* Excluded Property
<PAGE>
                     SCHEDULE 6.20(b) - COLLATERAL LOCATIONS

<TABLE>
<CAPTION>
          CREDIT PARTY                      COLLATERAL LOCATION

<S>                                       <C>
1.   InSight Health Corp.                 Maxum Diagnostic Center
                                          8th Avenue, 1199 8th Avenue
     Maxum Health Services of North       Fort Worth, Texas
     Texas, Inc.

2.   InSight Health Corp.                 Chattanooga Outpatient Center
                                          1301 McCallie Avenue
                                          Chattanooga, Tennessee

3.   InSight Health Corp.                 Northern Indiana Oncology Center
                                          54 Roosevelt Road
                                          Valapariso, Indiana

4.   InSight Health Corp.                 Berwyn Magnetic Resonance Center
                                          3345 South Oak Park Avenue
                                          Berwyn, Illinois

5.   InSight Health Corp.                 Diagnostic Outpatient Center
                                          300 West 61st Avenue
     MRI Associates, L.P.                 Hobart, Indiana

6.   InSight Health Corp.                 Garfield Imaging Center
                                          555 North Garfield Avenue
                                          Monterey Park, California

7.   InSight Health Corp.                 LAC+USC Imaging Science Center
                                          1744 Zonal Avenue
                                          Los Angeles, California

8.   InSight Health Corp.                 Harbor/UCLA Diagnostic Imaging Center
                                          21828 South Normandie Avenue
                                          Torrance, California

9.   InSight Health Corp.                 Sun Coast Imaging Center
                                          2025 Indian Rocks Road
                                          Largo, Florida

10.  InSight Health Corp.                 Open MRI Center of Granada Hills
                                          10461 Balboa Boulevard,
                                          Granada Hills, California
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

11.  InSight Health Corp.                 Wilkes-Barre Imaging Center
                                          146 Mundy Street
                                          Wilkes-Barre Pennsylvania

12.  InSight Health Corp.                 Broad Street Imaging Center
                                          750 East Broad Street
                                          Columbus, Ohio

13.  InSight Health Corp.                 Central Maine Imaging Center
                                          287 Main Street Plaza, Suite 100
     Maxum Health Services Corp.          Lewiston, Maine

14.  InSight Health Corp.                 Daniel Freeman Marina MRI Center
                                          4658 Lincoln Blvd.
                                          Marina Del Rey, California

15.  InSight Health Corp.                 Dublin Diagnostic Imaging Center
                                          4351 Dale Drive, Suite 1000
                                          Dublin, Ohio

16.  InSight Health Corp.                 Greater Waterbury Imaging Center
                                          64 Robbins Street
     Signal Medical Services, Inc.        Waterbury, Connecticut

17.  InSight Health Corp.                 InSight Diagnostic Imaging Centers -
                                          Camelback
                                          5040 North 15th Avenue, #401
                                          Phoenix, Arizona

18.  InSight Health Corp.                 InSight Diagnostic Imaging Centers - Peoria
                                          13660 North 94th Drive, #D1, D2, and D4
                                          Peoria, Arizona

19.  InSight Health Corp.                 InSight Diagnostic Imaging Centers - Tempe
                                          1950 East Southern Avenue, #105
                                          Tempe, Arizona

20.  InSight Health Corp.                 InSight Diagnostic Imaging Centers - Thomas
                                          Imaging
                                          1848 East Thomas Road
                                          Phoenix, Arizona
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

21.  InSight Health Corp.                 InSight Diagnostic Imaging Centers - Thomas
                                          Road MRI
                                          2921 North 18th Place
                                          Phoenix, Arizona

22.  InSight Health Corp.                 InSight Mountain Diagnostics
                                          800 Shadow Lane
                                          Las Vegas, Nevada

23.  InSight Health Corp.                 InSight Open MRI of Indianapolis
                                          8850 Shelby Street, #B1
                                          Indianapolis, Indiana

24.  InSight Health Corp.                 InSight Open MRI - Southern Regional
                                          590 Missouri Avenue, #200
                                          Clarksville, Indiana

25.  InSight Health Corp.                 Marshwood Imaging Center
                                          Oak Hill Plaza, 33 Gorham Road,
                                          Scarborough, Maine

26.  InSight Health Corp.                 Storage Space
                                          2603-D 8th Avenue
                                          Fort Worth, Texas

27.  InSight Health Corp.                 Maxum Diagnostic Center - Forest Lane
                                          11617 North Central Expressway, Suite 132,
     NDDC, Inc.                           Dallas, Texas

28.  InSight Health Corp.                 Maxum Diagnostic Center - Preston Road
                                          17950 Preston Road, Suite 120
     Maxum Health Services of Dallas,     Dallas, Texas
     Inc.

29.  InSight Health Corp.                 Metabolic Imaging of Kentucky
                                          6420 Dutchmans Parkway, Suite 385,
                                          Louisville, Kentucky

30.  InSight Health Corp.                 Portage Community Hospital, Suite 8,
                                          Valparaiso, Indiana

31.  InSight Health Corp.                 Northtowns Imaging - Amherst
                                          8750 Transit Road, Suite 115
                                          Amherst, New York
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

32.  InSight Health Corp.                 Northtowns Imaging - Lockport
                                          170 Professional Parkway South
                                          Lockport, New York

33.  InSight Health Corp.                 Northtowns Imaging - Maple Road
                                          61 Maple Road
                                          Williamsville, New York

34.  InSight Health Corp.                 Northtowns Imaging - North Tonawanda
                                          624 River Road
                                          Suite A5
                                          North Tonawanda, New York

35.  InSight Health Corp.                 Northtowns Imaging - Tonawanda
                                          2828 Sheridan Drive
                                          Tonawanda, New York

36.  InSight Health Corp.                 Northtowns Imaging - Williamsville
                                          1000 Youngs Road
                                          Suite 106
                                          Williamsville, New York

37.  InSight Health Corp.                 Ocean Medical Imaging Center
                                          21 Stockton Drive
                                          Toms River, New Jersey

38.  InSight Health Corp.                 Open MRI of Hayward
                                          3521 Investment Boulevard, Suites 5 and 6
     Open MRI, Inc.                       Hayward, California

39.  InSight Health Corp.                 Open MRI of Orange County
                                          2620 South Bristol Street
                                          Santa Ana, California
     Open MRI, Inc.

40.  InSight Health Corp.                 Open MRI of Pleasanton
                                          Rose Pavillion Shopping Center,
                                          4225 Rosewood Drive, Suites 4, 5, and 6,
                                          Pleasanton, California

41.  InSight Health Corp.                 Parkway Imaging Center
                                          100 North Green Valley Parkway, Suite 130,
                                          Henderson, Nevada
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

42.  InSight Health Corp.                 Redwood City MRI
                                          345 Convention Way, Suite D1
                                          Redwood City, California

43.  InSight Health Corp.                 St. John's Regional Imaging Center
                                          1700 North Rose, Suite 110,
                                          Oxnard, California

44.  InSight Health Corp.                 The Imaging Center at Murfreesboro
                                          1001 and 1005 North Highland Avenue,
                                          Murfreesboro, Tennessee

45.  InSight Health Corp.                 Thorn Run MRI
                                          935 Thorn Run Road, Suite 116,
     Maxum Health Services Corp.          Coraopolis, Pennsylvania

46.  InSight Health Corp.                 Washington Magnetic Resonance Center
                                          12455 East Washington Boulevard,
                                          Whittier, California

47.  InSight Health Corp.                 Whitney Imaging Center
                                          Spring Glen Medical Center
                                          2200 Whitney Avenue
                                          Suites 120, 130 and 150
                                          Hamden, Connecticut

48.  InSight Health Corp                  Eastern Regional Office
                                          74 and 76 Batterson Park Road
                                          Farmington, Connecticut

49.  InSight Health Corp.                 Western Region Billing Office
                                          3501 S. Harbor Blvd, Suite 210
                                          Santa Ana, California

50.  InSight Health Corp.                 Corporate Office
                                          4400 MacArthur Blvd., Suites 800, 830, 880
                                          and 740
                                          Newport Beach, California

51.  InSight Health Corp.                 Midwest Billing Office
                                          8585 Broadway
                                          Merrillville, Indiana
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

52.  InSight Health Corp.                 Storage Space
                                          16745 South Lathrop Ave
                                          Harvey, Illinois

53.  InSight Health Corp.                 Billing Office
                                          1836 East Thomas Road
                                          Phoenix, Arizona

54.  InSight Health Corp.                 General Office
                                          1797 W. University, Suites 168, 169, and 170,
                                          Tempe, Arizona

55.  InSight Health Corp.                 Eastern Region Office
                                          120 Gibraltar Road, Suite 210
                                          Horsham, Pennsylvania

56.  InSight Health Corp.                 Wilkes-Barre Billing Office
                                          150 Mundy Street
                                          Wilkes-Barre, Pennsylvania

57.  InSight Health Corp.                 Western Region Office
                                          22342 Avenida Empersa, Suite 165
                                          Rancho Santa Margarita, California

58.  InSight Health Corp.                 Maine Billing Office
                                          51 Nonesuch Plaza, 2nd Floor
                                          Scarborough, Maine

59.  InSight Health Corp.                 Gamma Knife Center at the University of
                                          Miami/Jackson Memorial
     Radiosurgery Centers, Inc.           1611 N.W. 12th Avenue
                                          North Wing 1 Suite 121G
                                          Miami, Florida

60.  InSight Health Corp.                 Holy Cross Hospital MRI Center
                                          2701 West 68th Street
                                          Chicago, Illinois

61.  InSight Health Corp.                 MRI Center at Martin Luther King Jr./Drew
                                          Medical Center
                                          12021 South Wilmington Avenue
                                          Los Angeles, California
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

62.  InSight Health Corp.                 Olive View - UCLA Imaging Center
                                          14445 Olive View Drive
                                          Sylmar, California

63.  InSight Health Corp.                 Rancho Los Amigos MRI Center
                                          12514 Laurel Avenue
                                          Downey, California

64.  InSight Health Corp.                 Matagorda General Hospital d/b/a Matagorda
                                          County Hospital District ,1115 Avenue G
                                          Bay City, TX

65.  InSight Health Corp.                 Community Medical Center
                                          99 Highway 37 West
                                          Toms River, NJ

66.  InSight Health Corp.                 Decatur General Hospital
                                          1201 Seventh Street, S.E.
                                          P.O. Box 2239
                                          Decatur, Al

67.  InSight Health Corp.                 Johnson Memorial Hospital
                                          201 Chestnut Hill Road
                                          Stafford Springs, CT 06076

68.  InSight Health Corp.                 Greenwood Leflore Hospital
                                          1401 River Road
                                          Greenwood, MS

69.  InSight Health Corp.                 Hollywood Diagnostic Center
                                          4224 Hollywood Boulevard
                                          Hollywood, FL

70.  InSight Health Corp.                 South Broward Hospital District d/b/a
                                          Memorial Regional Hospital
                                          3501 Johnson Street
                                          Hollywood, FL

71.  InSight Health Corp.                 Citrus Memorial Health Foundation, Inc.
                                          d/b/a Citrus Memorial Hospital
                                          502 Highland Boulevard
                                          Inverness, FL
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

          CREDIT PARTY                      COLLATERAL LOCATION
<S>                                       <C>

72.  Signal Medical Services, Inc.        Queens Hospital Center
                                          81-68 164th Street
                                          Jamaica, New York
     InSight Health Corp.

73.  InSight Health Corp.                 Lakes Region General Hospital
                                          80 Highland Street
                                          Laconia, NH

74.  InSight Health Corp.                 Lima Memorial Joint Operating Company
                                          d/b/a/ Lima Memorial Hospital
                                          1001 Bellefontaine Avenue
                                          Lima, OH

75.  InSight Health Corp.                 Manchester Memorial Hospital
                                          71 Haynes Street
                                          Manchester, CT

76.  InSight Health Corp.                 Radiological Associates, Inc.
                                          116 Cook Avenue
                                          Meriden, CT

77.  InSight Health Corp.                 Titus Regional Medical Center
                                          2001 N. Jefferson
                                          Mt. Pleasant, TX  75455

78.  InSight Health Corp.                 Pottsville Hospital and Wame Clinic
                                          420 South Jackson Street
                                          Pottsville, PA  17901

79.  InSight Health Corp.                 Christus Health Northern Louisiana d/b/a
                                          Christus Schumpert Highland
                                          1453 E. Bert Kouns Industrial Loop
                                          Shreveport, LA  71105-6050

80.  InSight Health Corp.                 West Georgia Medical Center
                                          1514 Vernon Road
                                          LaGrange, GA  30240
</TABLE>
<PAGE>
     SCHEDULE 6.20(c) - CHIEF EXECUTIVE OFFICES/PRINCIPAL PLACES OF BUSINESS

<TABLE>
<CAPTION>
                                     JURISDICTION OF
                                      INCORPORATION/                                       PRINCIPAL PLACE OF
          COMPANY NAME                  FORMATION        CHIEF EXECUTIVE OFFICE                  BUSINESS
<S>                                  <C>                 <C>                                <C>

    InSight Health Services              Delaware        One Federal Street                 One Federal Street
         Holdings Corp.                                  21st Floor                         21st Floor
                                                         Boston, MA  02110                  Boston, MA  02110

    InSight Health Services              Delaware        One Federal Street                 One Federal Street
       Acquisition Corp.                                 21st Floor                         21st Floor
                                                         Boston, MA  02110                  Boston, MA  02110

    InSight Health Services              Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
             Corp.                                       Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660

      Diagnostic Solutions               Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
             Corp.                                       Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660

      InSight Health Corp.               Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
                                                         Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660

       Maxum Health Corp.                Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
                                                         Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660

     Maxum Health Services               Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
             Corp.                                       Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660

     Maxum Health Services                Texas          4400 MacArthur Blvd,               17950 Preston Road,
        of Dallas, Inc.                                  Suite 800                          Suite 120
                                                         Newport Beach, CA                  Dallas, Texas  75252
                                                         92660
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     JURISDICTION OF
                                      INCORPORATION/                                       PRINCIPAL PLACE OF
          COMPANY NAME                  FORMATION        CHIEF EXECUTIVE OFFICE                  BUSINESS

<S>                                  <C>                 <C>                                <C>
     Maxum Health Services                Texas          4400 MacArthur Blvd,               1199 Eighth Avenue
      of North Texas, Inc.                               Suite 800                          Fort Worth, Texas
                                                         Newport Beach, CA                  76104
                                                         92660

      MRI Associates, L.P.               Indiana         4400 MacArthur Blvd,               300 West 61st Avenue
                                                         Suite 800                          Hobart, Indiana  46342
                                                         Newport Beach, CA
                                                         92660

           NDDC, Inc.                     Texas          4400 MacArthur Blvd,               11617 North Central
                                                         Suite 800                          Expressway, Suite 132
                                                         Newport Beach, CA                  Dallas, Texas  75243
                                                         92660

         Open MRI, Inc.                  Delaware        4400 MacArthur Blvd,               3521 Investment
                                                         Suite 800                          Boulevard
                                                         Newport Beach, CA                  Suites 5 and 6
                                                         92660                              Hayward, California
                                                                                            94545

                                                                                                           and

                                                                                            2620 South Bristol Street
                                                                                            Santa Ana, California
                                                                                            92704

     Radiosurgery Centers,               Delaware        4400 MacArthur Blvd,               1611 N.W. 12th Avenue
              Inc.                                       Suite 800                          Miami, Florida  33140
                                                         Newport Beach, CA
                                                         92660

         Signal Medical                  Delaware        4400 MacArthur Blvd,               4400 MacArthur Blvd,
         Services, Inc.                                  Suite 800                          Suite 800
                                                         Newport Beach, CA                  Newport Beach, CA
                                                         92660                              92660
</TABLE>
<PAGE>
                          SCHEDULE 6.23 - BROKERS' FEES

Pursuant to a letter agreement dated January 14, 2001, Shattuck Hammond
Partners, in its capacity as financial advisor to the Acquired Company, is
entitled to receive $100,000 upon consummation of the Transaction.

Pursuant to a letter agreement dated January 30, 2001, UBS Warburg LLC, in its
capacity as financial advisor to the Acquired Company, is entitled to receive
approximately $2,800,000 upon consummation of the Transaction.
<PAGE>
                            SCHEDULE 7.6 - INSURANCE

                                 [See attached]
<PAGE>
                         SCHEDULE 8.1(b) - INDEBTEDNESS

For Indebtedness of Consolidated Parties to InSight Health Corp., see Schedule
8.6 (debt balances of Consolidated Partnerships).

INDEBTEDNESS CONSISTING OF CAPITAL LEASES

                      ALL AMOUNTS ARE AS OF AUGUST 31, 2001

<TABLE>
<CAPTION>
                                                                   DATE OF          MATURITY          INTEREST          BALANCE
COMPANY              PAYEE             DESCRIPTION                   NOTE             DATE              RATE           08/31/01
===================  ============ ============================= ==============  =================  ===============  ===============
<S>                  <C>          <C>                              <C>              <C>               <C>             <C>
IHC                  GE           GE - G1187E                      12/01/99         05/01/04            9.00%            $698,056
IHC                  GE           GE - G1190A                      12/01/99         05/01/04            9.00%            $670,229
IHC                  GE           GE - G1205A                      12/01/99         05/01/04            9.00%            $645,052
IHC                  GE           GE - G1207A                      12/01/99         05/01/04            9.00%            $632,150
IHC                  GE           GE - G3052 (Murf.)               12/01/99         05/01/04            9.00%            $464,768
IHC                  GE           GE - G3063 (Pleasanton)          12/01/99         05/01/04            9.00%            $526,750
IHC                  GE           GE - G3063 (Pleasanton)          02/01/00         05/01/04           10.28%             $20,713
DF                   GE           GE - G3074                       08/01/00         07/01/06            9.30%          $1,462,784
DF                   GE           GE - G3074 - COIL                08/01/00         07/01/06            9.30%             $13,791
OPEN MRI             GE           GE - G3051 (OC)                  12/01/99         05/01/04            9.00%            $515,216
                                                                                                                  ---------------
                     TOTAL CAPITAL LEASES                                                                              $5,649,509
                                                                                                                  ===============

</TABLE>

IHC               =        InSight Health Corp.

OPEN MRI          =        Open MRI, Inc.

DF                =        Daniel Freeman MRI, LLC


GUARANTY OBLIGATIONS (AS OF AUGUST 31, 2001):

1.   InSight Health Corp. has a guaranty outstanding in favor of Siemens Credit
     Corporation in the amount of $199,325 for obligations of Northern Indiana
     Oncology Center of Porter Memorial Hospital, LLC

2.   InSight Health Corp. has a guaranty outstanding in favor of DVI Financial
     Services, Inc. in the
<PAGE>
     amount of $641,890 for obligations of Metabolic Imaging of Kentucky, LLC

JOINT VENTURE RECOURSE INDEBTEDNESS (AS OF AUGUST 31, 2001):

1.   Central Maine Magnetic Imaging Associates has Indebtedness outstanding to
     Peoples Heritage Bank, of which $260,854 is recourse to Maxum Health
     Services Corp.

2.   Central Maine Magnetic Imaging Associates has Indebtedness outstanding to
     Picker Financial, of which $483,066 is recourse to Maxum Health Services
     Corp.

3.   Parkway Imaging Center, LLC has Indebtedness outstanding to General
     Electric Company, of which $361,910 is recourse to InSight Health Corp.

4.   Southern Connecticut Imaging Centers, LLC has Indebtedness outstanding to
     Citizens Bank, of which $1,182,392 is recourse to InSight Health Corp.
<PAGE>
                                 Schedule 8.1(g)

                             TERMS OF SUBORDINATION

Any Indebtedness to any Person issued pursuant to Section 8.1(g) or contemplated
by Section 8.12(b) (herein collectively referred to as "Section 8.1(g)
Indebtedness") shall be subordinated to the Credit Party Obligations in the
manner set forth below:

-    Until all of the Credit Party Obligations shall have been paid in full in
     cash and the Commitments under the Credit Agreement shall have been
     terminated, interest, fees and premiums on Section 8.1(g) Indebtedness
     shall be payable in kind or capitalized.

-    Until all of the Credit Party Obligations shall have been paid in full in
     cash and the Commitments under the Credit Agreement shall have been
     terminated, payments, prepayments, redemptions or repurchases of principal
     on Section 8.1(g) Indebtedness shall be prohibited (it being acknowledged
     and agreed that the conversion of any Section 8.1(g) Indebtedness to equity
     would not constitute a payment, prepayment, redemption or repurchase of
     principal on such Section 8.1(g) Indebtedness).

-    Until all of the Credit Party Obligations shall have been paid in full in
     cash and the Commitments under the Credit Agreement shall have been
     terminated, the holders of Section 8.1(g) Indebtedness shall have no right
     to exercise remedies (other than acceleration) in respect of Section 8.1(g)
     Indebtedness.

-    Until the date 91 days after all of the Credit Party Obligations shall have
     been paid in full in cash and the Commitments under the Credit Agreement
     shall have been terminated, the holders of Section 8.1(g) Indebtedness, in
     their capacities as such, shall not take any action to initiate an
     involuntary bankruptcy proceeding in respect of any Credit Party.

-    The Lenders shall have the right, if not exercised by the holders of
     Section 8.1(g) Indebtedness, to file proofs of claim (and any notice of
     assignment of the right to receive payments) in respect of Section 8.1(g)
     Indebtedness in any bankruptcy proceeding in respect of any Credit Party.

-    In any bankruptcy proceeding in respect of any Credit Party, the holders of
     Credit Party Obligations shall be entitled to payment in full in cash
     before the holders of Section 8.1(g) Indebtedness, in their capacities as
     such, shall be entitled to receive any payments or Property (other than (i)
     debt securities that are subordinated at least to the extent provided in
     this Schedule 8.1(g) and (ii) equity securities that are not redeemable for
     cash, and in respect of which no cash dividends are payable), until all of
     the Credit Party Obligations shall have been paid in full in cash.

-    Any payments received by the holders of Section 8.1(g) Indebtedness, in
     their capacities as such, in contravention of the foregoing subordination
     provisions shall be held in trust for the benefit of, and immediately
     turned over to, the Administrative Agent for the benefit of the holders of
     Credit Party Obligations.
<PAGE>
-    In any reorganization proceeding in respect of any Credit Party, the
     holders of Credit Party Obligations shall be entitled to approve (on behalf
     of the holders of Section 8.1(g) Indebtedness, in their capacities as such)
     the use of cash collateral by such Credit Party.

-    In any bankruptcy proceeding in respect of any Credit Party, the holders of
     Section 8.1(g) Indebtedness, in their capacities as such, shall not (i)
     vote against any plan of reorganization or liquidation supported by the
     holders of Credit Party Obligations or (ii) vote for any plan of
     reorganization or liquidation opposed by the holders of Credit Party
     Obligations.

-    In any bankruptcy proceeding in respect of any Credit Party, (i) the
     holders of Section 8.1(g) Indebtedness, in their capacities as such, shall
     not file any motion, application or other pleading seeking affirmative
     relief, including without limitation for the appointment of a trustee or
     examiner, for the conversion of the case to a liquidation proceeding, for
     the substantive consolidation of such Credit Party's bankruptcy case with
     the case of any other entity, for the creation of a separate official
     committee representing only the holders of Section 8.1(g) Indebtedness, in
     their capacities as such, or any other form of affirmative relief of any
     other kind or nature and (ii) the holders of Section 8.1(g) Indebtedness,
     in their capacities as such, shall not file any objection or other
     responsive pleading opposing any relief requested by the holders of Credit
     Party Obligations.

-    The holders of Section 8.1(g) Indebtedness, in their capacities as such,
     shall not exercise any right of subrogation in respect of any of the Credit
     Party Obligations until all of the Credit Party Obligations shall have been
     paid in full in cash and the Commitments under the Credit Agreement shall
     have been terminated.


<PAGE>
                              SCHEDULE 8.2 - LIENS

                                 [See attached*]










     *With respect to Liens evidencing Capital Leases with General Electric
Company being paid off on the Closing Date, the security interest of General
Electric Company in the leased equipment will be released upon its receipt of
the payout amount (see attached payout letter) and UCC-3 termination statements
covering such leased equipment will be filed promptly thereafter.
<PAGE>
                           SCHEDULE 8.6 - INVESTMENTS

Summary of Joint Venture Balances Owing to InSight Health Corp.


<TABLE>
<CAPTION>
                                                                             LOANS OUTSTANDING AS OF 08/31/01:
                                                                   ----------------------------------------------------------
                        Partnership                                Working Cap.          Equipment              Total
----------------------------------------------------------         ----------------------------------------------------------
                       Consolidated
----------------------------------------------------------

<S>                                                                <C>                   <C>                    <C>
GARFIELD IMAGING CENTER, LTD.                                                                $1,129,712           $1,129,712

BERWYN MAGNETIC RESONANCE
CENTER, LLC                                                               $287,115           $1,558,732           $1,845,847

TOMS RIVER IMAGING ASSOCIATES, L.P.                                       $330,596                    -             $330,596

DUBLIN DIAGNOSTIC IMAGING, LLC                                             $71,958             $467,717             $539,675

ST. JOHN'S REGIONAL IMAGING CENTER,
LLC                                                                     $1,662,603           $3,337,843           $5,000,446

LOCKPORT MRI, LLC                                                         $708,701           $5,181,461           $5,890,162

CONNECTICUT LITHOTRIPSY, LLC                                             $(85,577)             $305,739             $220,162

GRANADA HILLS OPEN MRI, LLC                                                $88,139           $1,129,151           $1,217,290

DANIEL FREEMAN MRI, LLC                                                   $285,097             $560,395             $845,492

WILKES-BARRE IMAGING, LLC                                                 $321,848           $4,614,979           $4,936,827

INSIGHT-PREMIER HEALTH, LLC                                               $344,864           $4,098,195           $4,443,059
                                                                ------------------  -------------------  -------------------
                                                                        $4,015,344          $22,383,924          $26,399,268
                                                                ==================  ===================  ===================
</TABLE>

<TABLE>
<CAPTION>
                       Unrestricted

-----------------------------------------------------------
<S>                                                                        <C>              <C>                   <C>
CENTRAL MAINE MAGNETIC IMAGING
ASSOCIATES                                                                 $43,422                                   $43,422

NORTHERN INDIANA ONCOLOGY CENTER                                           $71,352
OF PORTER MEMORIAL HOSPITAL, LLC                                                                                     $71,352

PARKWAY IMAGING CENTER, LLC                                             $1,108,626             $441,236           $1,549,862

METABOLIC IMAGING OF KENTUCKY, LLC                                        $107,772                                  $107,772
                                                                ------------------  -------------------  -------------------
                                                                        $1,331,172             $441,236           $1,772,408
                                                                ==================  ===================  ===================
Total                                                                   $5,346,516          $22,825,160          $28,171,676
</TABLE>
<PAGE>
SEE ALSO SCHEDULE 8.1(b) -- "GUARANTY OBLIGATIONS" AND "JOINT VENTURE RECOURSE
INDEBTEDNESS" FOR ADDITIONAL INVESTMENTS
<PAGE>
                   SCHEDULE 8.9 - TRANSACTIONS WITH AFFILIATES

1.   Transactions contemplated under the Stockholders Agreement, dated as of
     June 29, 2001, as in effect on the Closing Date, among InSight Health
     Services Holdings Corp., the JWC Holders (as defined therein), the Halifax
     Holders (as defined therein), the Management Holders (as defined therein)
     and the Additional Holders (as defined therein)

2.   Transactions contemplated under the Administrative Services Agreement dated
     as of October 1, 1996 between Greater Waterbury Imaging Center, L.P. and
     Signal Medical Services, Inc.

3.   Transactions contemplated under the Management Services Agreement dated
     March 24, 2000 between InSight Health Corp. and Metabolic Imaging of
     Kentucky, LLC

4.   Transactions contemplated under the Management Services Agreement dated
     January 17, 1995 between InSight Health Corp. and Northern Indiana Oncology
     Center of Porter Memorial Hospital, LLC

5.   Transactions contemplated under the Management Services Agreement dated
     September 17, 1999 between InSight Health Corp. and Parkway Imaging Center,
     LLC

6.   Transactions contemplated under the Credit and Security Agreement dated
     September 17, 1999 between InSight Health Corp. and Parkway Imaging Center,
     LLC

7.   Transactions contemplated under the Management Agreement dated January 20,
     1988 between VHA Diagnostic Services, Inc. (now Maxum Health Services
     Corp.) and Central Maine Magnetic Imaging Associates

8.   Transactions contemplated under the Management Services Agreement dated
     February 1, 2001 between InSight Health Corp. and Maine Molecular Imaging,
     LLC