SIDE AGREEMENT
BY AND AMONG
SOTERION CORPORATION,
SOUTHERN REGIONAL MRI, LLC,
INDIANA MRI OF LAFAYETTE, LLC,
INDIANA MRI OF INDIANAPOLIS, LLC,
AND
INSIGHT HEALTH CORP.
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THIS SIDE AGREEMENT (the "AGREEMENT"), dated as of this 21st day of
January, 2000 (the "EFFECTIVE DATE"), is made by and among Southern Regional
MRI, LLC, a limited liability company duly organized and validly existing
under the laws of the State of Indiana ("SOUTHERN REGIONAL"), Indiana MRI of
Indianapolis, LLC, a limited liability company duly organized and validly
existing under the laws of the State of Indiana ("INDIANAPOLIS MRI")
(Southern Regional and Indianapolis MRI are collectively referred to herein
as "SELLERS"), Indiana MRI of Lafayette, LLC, a limited liability company
duly organized and validly existing under the laws of the State of Indiana
("LAFAYETTE MRI"), Soterion Corporation, a corporation duly organized and
validly existing under the laws of the State of Indiana ("SOTERION"), and
InSight Health Corp., a corporation duly organized and validly existing under
the laws of the State of Delaware ("BUYER").
WHEREAS, Sellers, Buyer, and Soterion have executed that certain
Asset Purchase and Liabilities Assumption Agreement (the "PURCHASE
AGREEMENT")simultaneously herewith;
WHEREAS, the Purchase Agreement contemplated that Lafayette MRI
would be a party to the Purchase Agreement and would sell certain of its
assets, assign certain of its contracts, and assign certain of its
liabilities to Buyer;
WHEREAS, the parties hereto desire to close the transactions
contemplated by the Purchase Agreement with respect to Sellers, but not with
respect to Lafayette MRI;
WHEREAS, Lafayette MRI has already executed the Purchase Agreement;
NOW THEREFORE, in consideration of the premises and covenants as set
forth herein, and subject to the representations, warranties, and conditions
contained herein, the parties agree as follows:
SECTION 1. The Purchase Agreement is hereby amended to delete (i)
all references in the Purchase Agreement to Lafayette MRI and, without
limitation, its assets, business, contracts, and liabilities, and (ii) all
documents and schedules attached to the Purchase Agreement that pertain
solely to Lafayette MRI and not Sellers or Buyer. All agreements referenced
in and signed concurrently with the Purchase Agreement that reference or
pertain to Lafayette MRI are hereby amended to delete all references to
Lafayette MRI and, without limitation, its assets, business, contracts, and
liabilities. The
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Purchase Agreement shall be deemed reformed to eliminate Lafayette MRI but to
achieve the intended transactions with Sellers.
SECTION 2. The parties hereto, other than Lafayette MRI, shall
close the transactions contemplated by the Purchase Agreement on Monday,
January 24, 2000, pursuant to the terms and conditions thereof as if the
Purchase Agreement contains no reference to Lafayette MRI.
SECTION 3. Lafayette MRI and Buyer shall have no rights or
obligations whatsoever as to or against each other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
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SOTERION CORPORATION SOUTHERN REGIONAL MRI, LLC
/s/ R. Scott Jones By: A Majority of Its Members
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Signature SOTERION CORPORATION
R. Scott Jones /s/ R. Scott Jones
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Print Name Signature
President R. Scott Jones
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Office or Title Print Name
President
INDIANA MRI OF LAFAYETTE, LLC ----------------------------------
Office or Title
By: A Majority of Its Members
INDIANA MRI OF INDIANAPOLIS, LLC
SOTERION CORPORATION
By: A Majority of Its Members
/s/ R. Scott Jones
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Signature SOTERION CORPORATION
R. Scott Jones /s/ R. Scott Jones
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Print Name Signature
President R. Scott Jones
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Office or Title Print Name
President
---------------------------------
INSIGHT HEALTH CORP. Office or Title
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Signature
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Print Name
- -----------------------------
Office or Title
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SOTERION CORPORATION SOUTHERN REGIONAL MRI, LLC
By: A Majority of Its Members
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Signature SOTERION CORPORATION
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Print Name Signature
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Office or Title Print Name
INDIANA MRI OF LAFAYETTE, LLC ----------------------------------
Office or Title
By: A Majority of Its Members
INDIANA MRI OF INDIANAPOLIS, LLC
SOTERION CORPORATION
By: A Majority of Its Members
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Signature SOTERION CORPORATION
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Print Name Signature
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Office or Title Print Name
---------------------------------
INSIGHT HEALTH CORP. Office or Title
/s/ Steven T. Plochocki
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Signature
Steven T. Plochocki
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Print Name
President and CEO
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Office or Title
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