AMENDMENT NO. 1 TO THE
ASSET PURCHASE AND LIABILITIES ASSUMPTION AGREEMENT
BY AND AMONG
MOBILE IMAGING CONSORTIUM, LIMITED PARTNERSHIP,
MOBILE IMAGING CONSORTIUM - NEW HAMPSHIRE,
AND
INSIGHT HEALTH CORP.
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AND LIABILITIES ASSUMPTION
AGREEMENT (the "AMENDMENT") is made and entered into on this 30th day of May,
1997, by and among Mobile Imaging Consortium, Limited Partnership ("MIC-ME"),
Mobile Imaging Consortium-New Hampshire ("MIC-NH"), and InSight Health Corp.
("InSight"), as the first amendment to that certain Asset Purchase and
Liabilities Assumption Agreement made and entered into on January 3, 1997, by
and among MIC-ME, MIC-NH, and InSight (the "AGREEMENT").
WHEREAS, InSight entered into the Agreement with MIC-ME and MIC-NH to
purchase certain assets and assume certain liabilities of MIC-ME and MIC-NH;
and
WHEREAS, MIC-ME, MIC-NH, and InSight desire to amend certain terms of
the Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. This Amendment is being made pursuant to Section 24(c) of the
Agreement.
2. Capitalized terms, not otherwise defined herein, shall have the
meaning set forth in the Agreement.
3. Section 2(b) of the Agreement is hereby amended to read in its
entirety as follows:
(B) ALL CASH, CASH EQUIVALENTS, INVESTMENT SECURITIES, PROPERTY TAXES
RECEIVABLE, PREPAID INSURANCE PREMIUMS, AND TAX RETURNS OF THE
SELLERS, AND THE ACCOUNTS RECEIVABLE OWNED BY MIC-ME AS OF THE
CLOSING DATE, AS DEFINED BELOW (THE "CURRENT ASSETS").
4. Section 4 of the Agreement is hereby amended to provide that the
Purchase Price is seven million six hundred fifty thousand dollars
($7,650,000) in the aggregate.
5. Current Section 4(c) shall be renumbered as Section 4(d).
6. A new Section 4(c) is hereby added to the Agreement to read in its
entirety as follows:
(C) BUYER SHALL PAY EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000)
IN PAYMENT FOR THE ACCOUNTS RECEIVABLE OF MIC-ME AND SUCH AMOUNT
SHALL BE PAID AND/OR ADJUSTED IN ACCORDANCE WITH SECTION 25
HEREIN.
7. A new Section 25 is hereby added to the Agreement to read in its
entirety as follows:
25. PURCHASE OF MIC-ME ACCOUNTS RECEIVABLE. BUYER HEREBY
AGREES TO PURCHASE THE ACCOUNTS RECEIVABLE OF MIC-ME AS OF THE
CLOSING DATE, WHICH ACCOUNTS RECEIVABLE MUST EQUAL AT LEAST ONE
MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000) (THE "MIC-ME
ACCOUNTS RECEIVABLE"). MIC-ME SHALL TAKE ALL STEPS NECESSARY TO
TRANSFER TO BUYER TITLE TO ALL SUCH MIC-ME ACCOUNTS RECEIVABLE.
MIC-ME REPRESENTS TO BUYER THAT MIC-ME HAS THE LEGAL RIGHT TO
ASSIGN AND SELL SUCH ACCOUNTS RECEIVABLE TO BUYER. FROM AND
AFTER THE CLOSING DATE, BUYER SHALL USE REASONABLE EFFORTS IN THE
COLLECTION OF MIC-ME'S ACCOUNTS RECEIVABLE BEING SOLD HEREUNDER.
MIC-ME SHALL ASSIST BUYER AS REASONABLY NECESSARY TO COLLECT SUCH
ACCOUNTS RECEIVABLE. BUYER SHALL PAY MIC-ME FOR MIC-ME'S SALE OF
ITS ACCOUNTS RECEIVABLE AS FOLLOWS:
A. NINETY (90) DAYS AFTER THE CLOSING DATE, BUYER SHALL PAY
MIC-ME THE LESSER OF (I) THE EXCESS OF THE ACTUAL AMOUNT OF
THE MIC-ME ACCOUNTS RECEIVABLE COLLECTED TO SUCH DATE OVER
THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) (UP TO A
MAXIMUM PAYMENT OF EIGHT HUNDRED FIFTY THOUSAND DOLLARS
($850,000)) OR (II) THREE HUNDRED THOUSAND DOLLARS
($300,000).
B. ONE HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING DATE, BUYER
SHALL PAY TO MIC-ME THE LESSER OF (I) THE EXCESS OF THE
ACTUAL AMOUNT OF THE MIC-ME ACCOUNTS RECEIVABLE COLLECTED TO
SUCH DATE OVER THE SUM OF THREE HUNDRED FIFTY THOUSAND
DOLLARS ($350,000) PLUS THE AMOUNT PAID TO MIC-ME PURSUANT
TO SECTION 25.A. (UP TO AN AGGREGATE MAXIMUM PAYMENT TO
MIC-ME OF EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000))
OR (II) THREE HUNDRED THOUSAND DOLLARS ($300,000).
C. TWO HUNDRED SEVENTY (270) DAYS AFTER THE CLOSING DATE,
BUYER SHALL PAY TO MIC-ME THE LESSER OF (I) THE EXCESS OF
THE ACTUAL AMOUNT OF THE MIC-ME ACCOUNTS RECEIVABLE
COLLECTED TO SUCH DATE OVER THE SUM OF THREE HUNDRED FIFTY
THOUSAND
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DOLLARS ($350,000) PLUS THE AMOUNT PAID TO MIC-ME PURSUANT
TO SECTIONS 25.A. AND 25.B. (UP TO AN AGGREGATE MAXIMUM
PAYMENT TO MIC-ME OF EIGHT HUNDRED FIFTY THOUSAND DOLLARS
($850,000)) OR (II) TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000).
D. MIC-ME AGREES THAT THE MAXIMUM AMOUNT WHICH BUYER SHALL
PAY TO MIC-ME PURSUANT TO SECTIONS 25.A., B., AND C.
COLLECTIVELY SHALL BE EIGHT HUNDRED FIFTY THOUSAND DOLLARS
($850,000).
E. TO THE EXTENT ACTUAL COLLECTIONS OF THE MIC-ME ACCOUNTS
RECEIVABLE BY BUYER EXCEED ONE MILLION ONE HUNDRED
THOUSAND DOLLARS ($1,100,000) DURING THE ONE (1) YEAR PERIOD
FROM AND AFTER THE CLOSING DATE, BUYER WILL PAY MIC-ME, IN
ADDITION TO THE AMOUNTS PAID TO MIC-ME AS SET FORTH IN
SECTIONS 25.A., 25.B., AND 25.C. DOLLAR-FOR-DOLLAR FOR ANY
SUCH MIC-ME ACCOUNTS RECEIVABLE COLLECTED IN EXCESS OF ONE
MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000). SUCH
PAYMENTS SHALL BE MADE NO LESS FREQUENTLY THAN MONTHLY
BEGINNING IN THE FIRST MONTH IN WHICH ONE MILLION ONE
HUNDRED THOUSAND DOLLARS ($1,100,000) IS COLLECTED. AT THE
REQUEST OF MIC-ME IMMEDIATELY FOLLOWING SUCH ONE-YEAR
PERIOD, BUYER SHALL REASSIGN TO MIC-ME ALL MIC-ME ACCOUNTS
RECEIVABLE REMAINING UNCOLLECTED.
8. The parties agree that the escrow arrangement contemplated by the
Agreement is no longer necessary. Accordingly, Section 16 is deleted in its
entirety and replaced with the words "intentionally left blank" and Schedule
K is deleted in its entirety and replaced with the words "intentionally left
blank."
9. Schedule A is hereby amended to include the accounts receivable of
MIC-ME; provided, however, Sellers agree that the value of such accounts
receivable shall equal at least one million six hundred thousand dollars
($1,600,000).
10. Schedule B is hereby amended by deleting "accounts receivable" and
adding "the accounts receivable of MIC-NH only."
11. Schedule L of the Agreement is hereby replaced with the attached
new Schedule L.
12. Except as expressly modified by this Amendment, the terms and
conditions of the Agreement shall continue to apply in full force and effect.
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IN WITNESS WHEREOF, each party has caused its duly authorized
representative to execute this Amendment No. 1 to the Asset Purchase and
Liabilities Assumption Agreement on the date first written above.
MOBILE IMAGING CONSORTIUM,
LIMITED PARTNERSHIP
By its General Partner:
SPIN ASSOCIATES
By:
--------------------------------
Kenneth P. Cicuto, President
MOBILE IMAGING CONSORTIUM,
NEW HAMPSHIRE
By its General Partner:
SPIN ASSOCIATES
By:
---------------------------------
Kenneth P. Cicuto, President
INSIGHT HEALTH CORP.
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Signature
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Print Name
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Title
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