RadNet (RDNT) 10-Q 2010 Q3 Quarterly report

 EXHIBIT 10.23


                 AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENT


                  This AMENDMENT NO. 3 TO SECOND LIEN CREDIT AGREEMENT (this
"AMENDMENT"), dated as of August 23, 2007, by and among RADNET MANAGEMENT, INC.,
a California corporation (the "BORROWER"), the other persons designated as
Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as agent ("AGENT") and the Persons
signatory thereto from time to time as Lenders. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (each as hereinafter defined).

                                    RECITALS
                                    --------

         WHEREAS, the Borrower, the Credit Parties, Agent and Lenders have
entered into that certain Second Lien Credit Agreement dated as of November 15,
2006 (as amended by that certain Limited Waiver and Amendment No. 1 to Second
Lien Credit Agreement dated April 5, 2007 and that certain Amendment No. 2 to
Second Lien Credit Agreement dated May 30, 2007 and as further amended,
supplemented, restated or otherwise modified from time to time, the "CREDIT
AGREEMENT"); and

         WHEREAS, the Borrowers, Agent and Requisite Lenders have agreed to the
amendments as set forth herein;

         NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

AMENDMENTS TO CREDIT AGREEMENT.

                           AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement
is hereby amended by replacing each occurrence of the words "Primedex Health
Systems" with the word "RadNet" therein.

                           AMENDMENT TO SECTION 4.9. SECTION 4.9 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

         "4.9 CASH MANAGEMENT SYSTEMS. Borrower shall, and shall cause each
other Credit Party to, (i) enter into Control Agreements with respect to each
deposit account maintained by Borrower or any Subsidiary of Borrower (other than
(a) any payroll account or other disbursement account which is a zero balance
account and (b) any account (a "GOVERNMENTAL ACCOUNT") into which amounts are
paid by a governmental entity pursuant to one or more Health Care Laws) as of or
after the Closing Date and (ii) cause all amounts on deposit in or credited to
each Governmental Account to be transferred, every Business Day, to an account
subject to a Control Agreement. Each such deposit account control agreement
shall be in form and substance reasonably satisfactory to Agent."

1

                           AMENDMENT TO SECTION 5.1(F). SECTION 5.1(F) of the
Credit Agreement is hereby amended by replacing the amount "$15,000,000" which
appears therein with "$20,000,000".

                           AMENDMENT TO SECTION 5.6(V). SECTION 5.6(V) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         "(v) the sum of all amounts payable in connection with any Permitted
         Acquisition (including the purchase price, all transaction costs and
         all Indebtedness, liabilities and Contingent Obligations incurred or
         assumed in connection therewith or otherwise reflected on a
         consolidated balance sheet of Borrower and Target) shall not exceed
         $12,000,000 (or an amount not to exceed $12,500,000 with respect to the
         Borg Acquisition) and the sum of such amounts payable in connection
         with all Permitted Acquisitions shall not exceed $50,000,000, and the
         portion thereof allocable to goodwill and intangible assets for all
         such Permitted Acquisitions during the term hereof shall not exceed
         $30,000,000."

                           AMENDMENT TO SECTION 5.7. SECTION 5.7 of the Credit
Agreement is hereby amended by inserting the following new clause (d):

         "(d) the Identified Sale-Leaseback."

                           AMENDMENT TO SECTION 5.17. SECTION 5.17 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                           "5.17   SALE-LEASEBACKS.

         Other than the Identified Sale-Leaseback, the Credit Parties shall not
and shall not cause or permit any of their Subsidiaries to engage in any
sale-leaseback, synthetic lease or similar transaction involving any of its
assets."

                           AMENDMENT TO SECTION 5.20. SECTION 5.20 of the Credit
Agreement is hereby amended by replacing the amount "$22,000,000" which appears
therein with "$35,000,000".

                           AMENDMENT TO SECTION 6.1(A). SECTION 6.1(A) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "CAPITAL EXPENDITURE LIMITS. Holdings and its Subsidiaries on
         a consolidated basis shall not make Capital Expenditures during the
         following periods that exceed the aggregate amounts set forth opposite
         each of such periods (the "CAPEX LIMIT"):

2

                                                             MAXIMUM CAPITAL
                                                             EXPENDITURES
                  PERIOD                                     PER PERIOD
                  ------                                     ---------------
                  Fiscal Year 2007                           $44,000,000
                  Fiscal Year 2008                           $44,000,000
                  Fiscal Year 2009                           $47,000,000
                  Fiscal Year 2010 and each Fiscal Year      $47,000,000
                  thereafter

         PROVIDED, HOWEVER, that the Capex Limit referenced above will be
         increased in any period by an amount equal to 50% of the difference
         obtained by taking the Capex Limit for the immediately prior period
         (excluding any Capex Carry Over Amounts) MINUS the actual amount of any
         Capital Expenditures expended during such prior period (the "CAPEX
         CARRY OVER AMOUNT"), and for purposes of measuring compliance herewith,
         the Capex Carry Over Amount shall be deemed to be the last amount spent
         on Capital Expenditures in that succeeding period."

                           AMENDMENT TO SECTION 6.2(E). SECTION 6.2(E) of the
Credit Agreement is hereby amended by replacing the reference to "SECTIONS
6.2(A)(III) AND (B)" with "SECTIONS 6.2(A)(I) AND (B)" therein, replacing the
word "Month" which appears therein with the word "Quarter" and by deleting the
phrase "and the portion of the current Fiscal Quarter then elapsed" therein.

                           AMENDMENT TO ANNEX A. ANNEX A of the Credit Agreement
is hereby amended by inserting the following defined terms in their appropriate
alphabetical order:

"GOVERNMENTAL ACCOUNT HAS THE MEANING ASCRIBED TO IT IN SECTION 4.9."

"IDENTIFIED SALE-LEASEBACK MEANS THE SALE-LEASEBACK OF ASSETS IDENTIFIED TO
AGENT IN AN AMOUNT NOT TO EXCEED $13,000,000 ON TERMS AND PURSUANT TO
DOCUMENTATION ACCEPTABLE TO AGENT."

                           AMENDMENT TO ANNEX F. SECTION 6.1(C) (Minimum Fixed
Charge Coverage Ratio) to ANNEX F is hereby replaced with the revised SECTION
6.1(C) attached as ANNEX F to this Amendment.

                           AMENDMENT TO EXHIBIT 6.2(D). EXHIBIT 6.2(D) (EBITDA)
is hereby replaced with the revised EXHIBIT 6.2(D) attached as EXHIBIT 6.2(D) to
this Amendment.

                           SCHEDULES. Each of SCHEDULES 3.1(A), 3.1(B), 3.10,
3.11, 3.12, 3.14, 3.16, 3.17, 3.18, 3.19, 5.1, 5.2, 5.6, and 5.9 to the Credit
Agreement is hereby replaced with the applicable SCHEDULE attached hereto.

3

                  REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. The Credit
Parties represent and warrant that:

                         the execution, delivery and performance by each Credit
        Party of this Amendment have been duly authorized by all necessary
        corporate action required on its part and this Amendment is a legal,
        valid and binding obligation of such Credit Party enforceable against
        such Credit Party in accordance with its terms except as the enforcement
        thereof may be subject to (i) the effect of any applicable bankruptcy,
        insolvency, reorganization, moratorium or similar laws affecting
        creditors' rights generally and (ii) general principles of equity
        (regardless of whether enforcement is sought in a proceeding in equity
        or at law); and

                         after giving effect to this Amendment, each of the
        representations and warranties contained in the Credit Agreement is true
        and correct in all material respects on and as of the date hereof as if
        made on the date hereof, except to the extent that such representations
        and warranties expressly relate to an earlier date.

                  CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective
upon satisfaction of the following conditions precedent:

         This Amendment shall have been executed and delivered by the Agent,
         Requisite Lenders and the Credit Parties;

         The execution and delivery of the Amendment No. 3 to the First Lien
         Credit Agreement, in form, substance and manner satisfactory to the
         Agent; and

                  (c) The Agent shall have received a nonrefundable amendment
fee equal to $120,000 which shall be fully earned and payable on the date
hereof.

                  REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

                         The Credit Agreement and the other Loan Documents shall
        remain in full force and effect, as amended hereby, and are hereby
        ratified and confirmed.

                         The execution, delivery and effectiveness of this
        Amendment shall not operate as a waiver of any right, power or remedy of
        Agent or any Lender under the Credit Agreement or any Loan Document, nor
        constitute a waiver or amendment of any provision of the Credit
        Agreement or any Loan Document, except as specifically set forth herein.
        Upon the effectiveness of this Amendment, each reference in the Credit
        Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or
        words of similar import shall mean and be a reference to the Credit
        Agreement as amended hereby.

                  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

4

                  HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

                  COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

                  REAFFIRMATION OF GUARANTIES. The Credit Parties signatory
hereto hereby reaffirm their Guaranties of the Obligations and reaffirm that the
Obligations are and continue to be secured by the security interest granted by
the Credit Parties in favor of the Agent, on behalf of itself and the Lenders,
under the Security Agreement and the Pledge Agreement and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Credit Parties under such documents and
agreements entered into with respect to the obligations under the Credit
Agreement are incorporated herein by reference and are hereby ratified and
affirmed in all respects by the Credit Parties. Each Credit Party acknowledges
that all references to "Credit Agreement" in the Loan Documents shall take into
account the provisions of this Amendment and be a reference to the "Credit
Agreement" as amended hereby.

                                       * *

5

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

RADNET MANAGEMENT, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
RADNET, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
BEVERLY RADIOLOGY MEDICAL GROUP III
By: ProNet Imaging Medical Group, Inc., its general partner
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
By: Beverly Radiology Medical Group, Inc., its general partner
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
PRONET IMAGING MEDICAL GROUP, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President

6

BEVERLY RADIOLOGY MEDICAL GROUP, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
RADNET SUB, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
SO CAL MR SITE MANAGEMENT, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
RADNET MANAGEMENT I, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
RADNET MANAGEMENT II, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President

7

RADNET MANAGED IMAGING SERVICES, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
DIAGNOSTIC IMAGING SERVICES, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: Chief Financial Officer
RADIOLOGIX, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
ADVANCED IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
IDE IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President

8

MID ROCKLAND IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
PACIFIC IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
QUESTAR IMAGING, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
TREASURE COAST IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
COMMUNITY IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President

9

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
VALLEY IMAGING PARTNERS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
QUESTAR DULUTH, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
QUESTAR LOS ALAMITOS, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
QUESTAR VICTORVILLE, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President

10

ROCY MOUNTAIN OPENSCAN MRI, LLC
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
FRI, INC.
By:	/s/ Howard G. Berger
	Name: Howard G. Berger, M.D.
	Title: President
GENERAL ELECTRIC CAPITAL
CORPORATION
as Agent and a Lender
By:	/s/ Andrew Moore
	Duly Authorized Signatory
Brencourt BD, LLC., as Lender
By:	/s/Michael Palmer
	Name: Michael Palmer
	Title: CFO

11

Man Mac Schreckhorn 14B Ltd., as Lender
By:	/s/ Michael Palmer
	Name: Michael Palmer
	Title: CFO
CIFC Funding 2006-I, Ltd as Lender
By:	/s/ Sean O. Dougherty
	Name: Sean O. Dougherty
	Title: General Counsel
PREMIER FUNDING, LTD., as a Lender
By: Citigroup Global Markets Realty Corp., as       Collateral Administrator
By:	/s/ authorized signatory
	Name: Authorized Signatory
[CAINE FUNDING], as a Lender
By:	/s/ Neam Ahmed
	Name: Neam Ahmed
	Title: Authorized Signatory

12

CypressTree CLAIF Funding LLC, as a Lender
By:	/s/ Tara E. Kenny
	Name: Tara E.Kenny
	Title: Assistant Vice President
INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By:	/s/ John Frabotta
	Name: John Frabotta
	Title: Managing Director
By:	/s/ Martha Hadeler
	Name: Martha Hadeler
	Title: Managing Director
EATON VANCE SENIOR INCOME TRUST, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President
EATON VANCE CDO VII PLC, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President

13

EATON VANCE CDO VIII PLC, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President
EATON VANCE CDO X PLC, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President
EATON VANCE SENIOR FLOATING-RATE TRUST, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President
EATON VANCE CREDIT OPPORTUNITIES FUND, as a Lender
By: Eaton Vance Management as Investment Advisor
By:	/s/ Michael B. Botthof
	Name: Michael B. Botthof
	Title: Vice President

14

Crystal Capital Fund, Ltd., as a Lender
As duly authorized:
Crystal Capital Fund Management, L.P.
By: Crystal Capital Fund GP, LLC, its General Partner
By:	/s/Edward J. Siskin
	Name: Edward J. Siskin
	Title: Executive Managing Director
Crystal Capital Fund, L.P., , as a Lender
By: Crystal Capital Fund GP, LLC, its General Partner
By:	/s/Edward J. Siskin
	Name: Edward J. Siskin
	Title: Executive Managing Director
KROLL CATALYST PARTNERS, LLC, as a Lender
By:	/s/ George N. Skegas
	Name: George N. Skegas
	Title: Managing Director
TELOS CLO 2007-2, LTD, as a Lender
By:	/s/ Jonathan Tepper
	Name: Jonathan Tepper
	Title: Principal
S.A.C. CAPITAL ASSOCIATES, LLC, as a Lender
By: S.A.C. Capital Advisors, LLC, its General Partner
By:	/s/Peter Nussbaum
	Name: Peter Nusbaum
	Title: Authorized Signatory

15

Grand Central Asset Trust, DES Series, as a Lender
By:	/s/ Pam Gwin
	Name: Pam Gwin
	Title: Attorney-in-fact
Canadian Imperial Bank of Commerce, as a Lender
By:	/s/ John O’Dowd
	Name: John O’Dowd
	Title: Authorized Signatory

16

ANNEX F TO AMENDMENT NO. 3 TO SECOND CREDIT AGREEMENT

MINIMUM FIXED CHARGE COVERAGE RATIO

(Section 6.1(c))

EBITDA (calculated in Section 6.1(b) of this Annex)	$ ___________
$ Less: any provision for income taxes (whether paid or payable in cash)	___________
Capital Expenditures (calculated in Section 6.1(a) of this Annex), other than the portion thereof funded by third party financing	___________
Operating Cash Flow	$
	===========
$ Fixed Charge Coverage Ratio is defined as follows:
Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized
Less: Amortization of capitalized fees and expenses incurred with respect to the Related Transactions included in interest expense above	$  ___________
Amortization of any original discount attributable to any Funded Debt or warrants included in interest expense above	____________
Interest paid in kind and included in interest expense above	____________
Imputed interest or other non-cash interest related to swap or other interest rate agreements	____________
Interest Expense*	$    ____________
Plus: Scheduled payments of principal with respect to all Indebtedness**	____________
Fixed Charges	$
	============
Fixed Charge Coverage Ratio (Operating Cash Flow from above, divided by Fixed Charges)
	============

* During the period from the Closing Date through the Fiscal Quarter ended September 30, 2008, cash Interest Expense shall be calculated for the period commencing on the Closing Date and ending on the date most recently ended for which a Compliance Certificate is delivered to Agent divided by the number of days in such period and multiplied by 360 days. Thereafter, cash Interest Expense shall be calculated for the twelve (12) month period ending on the date most recently ended for which a Compliance Certificate is delivered to Agent.

** For calculations as of September 30, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarter ended September 30, 2007 multiplied by 4.0. For calculations as of December 31, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarters ended September 30, 2007 and December 31, 2007 multiplied by 2.0. For calculations of as March 31, 2008, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amounts of such payments for the fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 multiplied by 1.33 or one and one-third.

SCHEDULE II

EXHIBIT 6.2(d)

EBITDA

Consolidated Net Income is defined as follows:
Net income during the measuring period on a consolidated basis excluding:	_____________
the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries	_____________
the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions	_____________
the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary	_____________
any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period	_____________
any net gain attributable to the write-up of any asset	_____________
any loss attributable to the write-down of any asset (other than Accounts and Inventory)	_____________
any net gain from the collection of the proceeds of life insurance policies	_____________
any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries	_____________

any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary	_____________
Consolidated Net Income	$____________
EBITDA is defined as follows:	_____________
Consolidated Net Income (from above)	_____________
Less: (in each case to the extent included in the calculation of Consolidated Net Income, but without duplication):	_____________
income tax credits	_____________
interest income	_____________
gain from extraordinary items	_____________
any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory	_____________
any other non-cash gains	_____________
expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto	_____________
non-recurring gains	_____________
Plus: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication):	_____________
any provision for income taxes	_____________
Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized	_____________
depreciation and amortization	_____________
amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma)	_____________

any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock	_____________
loss from extraordinary items	_____________
any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory	_____________
any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory)	_____________
expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto	_____________
employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Radiologix Merger Agreement for all periods ending on or after the Closing Date	_____________
Other agreed to adjustments1	_____________
Plus: Pro Forma Cost Savings2	_____________
EBITDA3	$ _____________

____________________

1.       Other agreed adjustments to include EBITDA related to operating leases to the extent such leases have been converted to capital leases as of the end of the applicable measuring period.

2.       With respect to each trailing twelve month period ending on the Fiscal Quarter as specified on Exhibit A attached hereto, Pro Forma Cost Savings shall be deemed to be the amount set forth opposite such Fiscal Quarter on Exhibit A.

3.       EBITDA for entities acquired in a Permitted Acquisition or EBITDA relating to new joint ventures or management arrangements shall be included to the extent that such EBITDA has been approved by Agent in its reasonable discretion (it being agreed that to the extent not already included in EBITDA of Holdings and its Subsidiaries, EBITDA of Radiologix and its Subsidiaries for the Fiscal Months set forth on Exhibit B attached hereto shall be deemed to be the amount set forth opposite such Fiscal Month on Exhibit B).

EXHIBIT A

PRO FORMA COST SAVINGS

Fiscal Month	Adjustment
December, 2006	$10,975,410.00
January, 2007	$10,929,679.10
February, 2007	$10,838,217.40
March, 2007	$10,701,024.80
April, 2007	$10,518,101.30
May, 2007	$10,280,300.70
June, 2007	$9,978,476.90
July, 2007	$9,603,483.80
August, 2007	$9,137,028.80
September, 2007	$8,569,966.00
October, 2007	$7,893,149.00
November, 2007	$7,097,431.80
December, 2007	$6,301,714.60
January, 2008	$5,432,828.00
February, 2008	$4,609,672.20
March, 2008	$3,832,247.30
April, 2008	$3,100,553.30
May, 2008	$2,423,736.40
Jiine, 2008	$1,810,942.70
July, 2008	$1,271,318.30
August, 2008	$823,155.80
September, 2008	$475,601.10
October, 2008	$237,800.60
November, 2008	$118,900.30

EXHIBIT B

EBITDA OF RADIOLOGIX AND ITS SUBSIDIARIES

Fiscal Month	EBITDA
September, 2005	$3,939,000.00
October, 2005	$3,796,000.00
November, 2005	$2,545,000.00
December, 2005	$4,386,000.00
January, 2006	$3,430,000.00
February, 2006	$3,048,000.00
March, 2006	$5,435,000.00
April, 2006	$2,564,000.00
May, 2006	$3,449,000.00
June, 2006	$5,059,000.00
July, 2006	$3,028,000.00
August, 2006	$4,048,000.00
September, 2006	$4,449,000.00