SECOND AMENDMENT TO CREDIT AGREEMENT
AND
ASSIGNMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT (this
"AMENDMENT"), dated as of December 19, 1997, is by and among InSight Health
Services Corp. (the "BORROWER"), the subsidiaries of the Borrower identified
on the signature pages hereto (the "GUARANTORS"), the lenders identified on
the signature pages hereto as Existing Lenders (the "EXISTING LENDERS"; such
term shall include NationsBank, N.A. as it may be referred to hereunder as
the "ASSIGNING EXISTING LENDER"), the Persons identified as New Lenders on
the signature pages hereto (the "NEW LENDERS", and together with the Existing
Lenders, the "LENDERS") and NationsBank, N.A., as agent for the Lenders (in
such capacity, the "AGENT"). Capitalized terms used herein which are not
defined herein and which are defined in the Credit Agreement shall have the
same meanings as therein defined.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Existing Lenders and the
Agent have entered into that certain Credit Agreement dated as of October 14,
1997, as amended, (the "EXISTING CREDIT AGREEMENT").
WHEREAS, the parties to the Existing Credit Agreement have agreed to
amend the Existing Credit Agreement to affect the increase in the Acquisition
Loan Committed Amount and the Tranche B Term Loan Committed Amount pursuant
to Section 3.4(b) of the Existing Credit Agreement (as amended hereby) as set
forth herein.
WHEREAS, the parties to the Existing Credit Agreement and the New
Lenders have agreed that the New Lenders shall become parties to the Existing
Credit Agreement (as amended hereby) by way of assignment by the Assigning
Existing Lender of certain percentages of its Commitments.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
PART 1
DEFINITIONS
SUBPART 1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement as
amended hereby.
"AMENDMENT NO. 2 EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2 OTHER DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this PART 2. Except as so amended, the Existing Credit Agreement and
all other Credit Documents shall continue in full force and effect.
SUBPART 2.1 AMENDMENTS TO SECTION 1.1. The following definition is
hereby amended in its entirety to read as follows:
"CONSOLIDATED CASH INTEREST EXPENSE" means, for any period, cash
interest expense (including the amortization of debt discount and
premium, the interest component under Capital Leases and the implied
interest component under Synthetic Leases) of the Consolidated Parties
on a consolidated basis for such period, as determined in accordance
with GAAP; provided, however, that, notwithstanding anything to the
contrary set forth in this Credit Agreement, (i) for any calculation as
of the fiscal quarter ending March 31, 1998 for the twelve-month period
then ended, Consolidated Cash Interest Expense shall be determined based
on Consolidated Cash Interest Expense for the one-quarter period then
ended multiplied by 4, (ii) for any calculation as of the fiscal quarter
ending June 30, 1998 for the twelve-month period then ended,
Consolidated Cash Interest Expense shall be determined based on
Consolidated Cash Interest Expense for the two-quarter period then ended
multiplied by 2 and (iii) for any calculation as of the fiscal quarter
ending September 30, 1998 for the twelve-month period then ended,
Consolidated Cash Interest Expense shall be determined based on
Consolidated Cash Interest Expense for the three-quarter period then
ended multiplied by 1.33.
"CONSOLIDATED INTEREST EXPENSE" means, for any period, interest
expense (including the amortization of debt discount and premium, the
interest component under Capital Leases and the implied interest
component under Synthetic Leases) of the Consolidated Parties on a
consolidated basis for such period, as determined in accordance with
GAAP; provided, however, that, notwithstanding anything to the contrary
set forth in this Credit Agreement, (i) for any calculation as of the
fiscal quarter ending March 31, 1998 for the twelve-month period then
ended, Consolidated Interest Expense shall be determined based on
Consolidated Interest Expense for the one-quarter period then ended
multiplied by 4, (ii) for any calculation as of the fiscal quarter
ending June 30, 1998 for the twelve-month period then ended,
Consolidated Interest Expense shall be determined based on Consolidated
Interest Expense for the two-quarter period then ended multiplied
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by 2 and (iii) for any calculation as of the fiscal quarter ending
September 30, 1998 for the twelve-month period then ended, Consolidated
Interest Expense shall be determined based on Consolidated Interest
Expense for the three-quarter period then ended multiplied by 1.33.
"ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a
Lender; (iii) any Approved Fund; and (iv) any other Person approved by
the Agent and, unless an Event of Default has occurred and is continuing
at the time any assignment is effected in accordance with Section 11.3,
the Borrower (such approval not to be unreasonably withheld or delayed
by the Borrower and such approval to be deemed given by the Borrower if
no objection is received by the assigning Lender and the Agent from the
Borrower within five Business Days after notice of such proposed
assignment has been provided by the assigning Lender to the Borrower);
PROVIDED, HOWEVER, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee. For the purposes of
this definition, "Approved Fund" shall mean, with respect to any Lender
that is a fund that invests in bank loans, any other fund that invests
in bank loans which is managed or advised by the same investment advisor
as such Lender or by an Affiliate of such investment advisor.
"MATURITY DATE" means (i) as to the Revolving Loans and Letters of
Credit (and the related LOC Obligations) October 14, 2002, (ii) as to
the Tranche A Term Loan, September 30, 2002, (iii) as to the Acquisition
Loans, September 30, 2003 and (iv) as to the Tranche B Term Loan,
September 30, 2004.
SUBPART 2.2 AMENDMENT TO SECTION 2.3. Section 2.3(a) of the Existing
Credit Agreement is amended in its entirety to read as follows:
(a) ACQUISITION LOAN 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 Acquisition Loan Commitment
Percentage of revolving credit loans requested by the Borrower in
Dollars ("ACQUISITION LOANS") from time to time from the Effective Date
until October 14, 1999, or such earlier date as the Acquisition Loan
Commitments shall have been terminated as provided herein for the
purpose of financing the purchase price of, and fees and expenses in
connection with, Permitted Acquisitions and Permitted Capital
Expenditures; PROVIDED, HOWEVER, that the sum of the aggregate principal
amount of outstanding Acquisition Loans shall not exceed SIXTY-FIVE
MILLION DOLLARS ($65,000,000) (as such aggregate maximum amount may be
reduced or increased from time to time as provided in Section 3.4, the
"ACQUISITION LOAN COMMITTED AMOUNT"); PROVIDED, FURTHER, (A) with regard
to each Lender individually, such Lender's outstanding Acquisition Loans
shall not exceed such Lender's Acquisition Loan Commitment Percentage of
the Acquisition Loan Committed Amount, and (B) the aggregate principal
amount of outstanding Acquisition Loans shall not exceed the Acquisition
Loan Committed Amount. Acquisition 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 16 Eurodollar Loans shall
be outstanding hereunder
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at any time. 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. Acquisition Loans, other than any
term portion of the Acquisition Loans, hereunder may be repaid and
reborrowed in accordance with the provisions hereof.
SUBPART 2.3. AMENDMENT TO SECTION 2.4(d). Section 2.5(d) of the
Existing Credit Agreement is amended as follows:
(d) REPAYMENT OF TRANCHE A TERM LOAN. The principal amount of the
Tranche A Term Loan shall be repaid in nineteen (19) consecutive
quarterly installments as follows, unless accelerated sooner pursuant to
Section 9.2:
* * * * * * * *
SUBPART 2.4. AMENDMENT TO SECTION 2.5(a). Section 2.5(a) of the
Existing Credit Agreement is amended in its entirety to read as follows:
(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 Effective Date such Lender's Tranche B Term Loan Commitment
Percentage of a term loan in Dollars (the "TRANCHE B TERM LOAN") in the
aggregate principal amount of FORTY MILLION DOLLARS ($40,000,000) (the
"TRANCHE B TERM LOAN COMMITTED AMOUNT") for the purposes hereinafter set
forth. 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 16 Eurodollar Loans shall be
outstanding hereunder at any time. 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.
SUBPART 2.5. AMENDMENT TO SECTION 2.5(d). Section 2.5(d) of the Existing
Credit Agreement is amended in its entirety to read as follows:
(d) REPAYMENT OF TRANCHE B TERM LOAN. The principal amount of the
Tranche B Term Loan shall be repaid in twenty-seven (27) consecutive
quarterly installments as follows, unless accelerated sooner pursuant to
Section 9.2:
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TRANCHE B TERM
PRINCIPAL AMORTIZATION LOAN PRINCIPAL
PAYMENT DATES AMORTIZATION
PAYMENT
----------------------------- --------------
March 31, 1998, June 30, 1998 $333,333.33
and September 30, 1998
December 31, 1998, March 31, $250,000.00
1999, June 30, 1999, September
30, 1999, December 31, 1999,
March 31, 2000, June 30, 2000,
September 30, 2000, December
31, 2000, March 31, 2001, June
30, 2001, September 30, 2001,
December 31, 2001, March 31,
2002, June 30, 2002 and
September 30, 2002
December 31, 2002, March 31, $3,750,000.00
2003, June 30, 2003 and
September 30, 2003
December 31, 2003, March 31, $5,000,000.00
2004, June 30, 2004 and
September 30, 2004
SUBPART 2.6. AMENDMENT TO SECTION 3.4(b). Section 3.4(b) of the
Existing Credit Agreement is amended in its entirety to read as follows:
(b) INCREASE IN ACQUISITION LOAN COMMITMENTS/TRANCHE B TERM LOAN
COMMITMENTS. The Borrower shall have the right upon at least fifteen
(15) Business Days' prior written notice to the Agent to increase the
Acquisition Loan Committed Amount and/or the Tranche B Term Loan
Committed Amount by an aggregate amount up to $25,000,000, in a single
increase, at any time on or after the Effective Date, SUBJECT, HOWEVER,
in any such case, to satisfaction of the following conditions precedent:
(A) no Default or Event of Default has occurred and is
continuing on the date on which such Acquisition Loan Committed
Amount and/or Tranche B Term Loan Committed Amount increase is to
become effective;
(B) the representations and warranties set forth in Section 6
of this Credit Agreement shall be true and correct in all material
respects on and as of the date on which such Acquisition Loan
Committed Amount and/or Tranche B Term Loan Committed Amount
increase is to become effective;
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(C) on or before the date on which such Acquisition Loan
Committed Amount and/or Tranche B Term Loan Committed Amount
increase is to become effective, the Agent shall have received, for
its own account, the mutually acceptable fees and expenses required
by separate agreement of the Borrower and the Agent to be paid in
connection with such increase;
(D) such Acquisition Loan Committed Amount and/or Tranche B
Term Loan Committed Amount increase shall be an integral multiple
of $1,000,000 and shall in no event be less than $5,000,000; and
(E) such requested Commitment increase shall be effective on
such date only to the extent that, on or before such date, (a) the
Agent shall have received and accepted a corresponding amount of
Additional Commitment(s) pursuant to a commitment letter(s)
acceptable to the Agent from one or more Lenders acceptable to the
Agent and, with respect to any Lender that is not at such time a
Lender hereunder, the Borrower and (B) each such Lender has
executed an agreement in the form of EXHIBIT 3.4(b) hereto (each
such agreement a "NEW COMMITMENT AGREEMENT"), accepted in writing
therein by the Agent and, with respect to any Lender that is not at
such time a Lender hereunder, the Borrower, with respect to the
Additional Commitment of such Lender.
SUBPART 2.7. AMENDMENT TO SECTION 3.11(d). Section 3.11(d) of the
Existing Credit Agreement is amended in its entirety to read as follows:
(d) Each Lender organized under the laws of a jurisdiction outside
the United States, 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 time to time
thereafter if requested in writing by the Borrower or the Agent (but
only so long as such Lender remains lawfully able to do so), shall
provide the Borrower and the Agent with (i) Internal Revenue Service
Form 1001 or 4224, as appropriate, 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 is a
party which reduces the rate of withholding tax on payments of interest
or 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, (ii) Internal Revenue Service Form W-8 or
W-9, as appropriate, or any successor form prescribed by the Internal
Revenue Service, and/or (iii) any other form or certificate required by
any taxing authority (including any certificate required by Sections
871(h) and 881(c) of the Internal Revenue Code), certifying that such
Lender is entitled to an exemption from or a reduced rate of tax on
payments pursuant to this Credit Agreement or any of the other Credit
Documents.
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SUBPART 2.8. AMENDMENT TO SECTION 7.16(b). Section 7.16(b) of the
Existing Credit Agreement is amended in its entirety to read as follows:
(b) On or before January 31,1998, the Credit Parties shall deliver
to the Agent (i) evidence satisfactory to the Agent that the good
standing status of each Subsidiary identified in SCHEDULE 6.13 as not
being in good standing in any listed jurisdiction has been reinstated to
good standing status in each such jurisdiction and (ii) evidence
satisfactory to the Agent that each Subsidiary identified in SCHEDULE
6.13 as having incomplete tax data available for any listed jurisdiction
is in good tax standing in each such jurisdiction.
SUBPART 2.9. AMENDMENT TO SECTION 9.2. Section 9.2 of the Existing
Credit Agreement is amended in its entirety to read as follows:
9.2 ACCELERATION; REMEDIES.
Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the requisite
Lenders (pursuant to the voting requirements of Section 11.6) or cured to the
satisfaction of the requisite Lenders (pursuant to the voting procedures in
Section 11.6), the Agent shall, upon the request and direction of the
Required Lenders, 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 principal of and any accrued
interest in respect of all Loans, any reimbursement obligations arising
from drawings under Letters of Credit and any and all other indebtedness
or obligations of any and every kind owing by the Borrower to the Agent
and/or any of the Lenders hereunder 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 Borrower.
(c) CASH COLLATERAL. Direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an
Event of Default under Section 9.1(e), it will immediately pay) to the
Agent additional cash, to be held by the 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.
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Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(e) shall occur, then the Commitments shall automatically
terminate and all Loans, all reimbursement obligations arising from drawings
under Letters of Credit, all accrued interest in respect thereof, all accrued
and unpaid Fees and other indebtedness or obligations owing to the Agent
and/or any of the Lenders hereunder automatically shall immediately become
due and payable without the giving of any notice or other action by the Agent
or the Lenders.
SUBPART 2.10. AMENDMENT TO SECTION 11.3(b)(ii). Section 11.3(b)(ii) of
the Existing Credit Agreement is amended in its entirety to read as follows:
(ii) except in the case of an assignment to another Lender or
an Approved Fund (as referred to in the definition of "Eligible
Assignee") or an assignment of all of a Lender's rights and
obligations under this Credit Agreement, any such partial
assignment shall be in an amount at least equal to $5,000,000 (or,
if less, the remaining amount of the Commitment being assigned by
such Lender) or an integral multiple of $1,000,000 in excess
thereof;
SUBPART 2.11. AMENDMENT TO SECTION 11.3(b)(iv). Section 11.3(b)(iv) of
the Existing Credit Agreement is amended in its entirety to read as follows:
(iv) the parties to such assignment shall execute and deliver
to the Agent for its acceptance an Assignment and Acceptance in the
form of Exhibit 11.3(b) hereto, together with any Note subject to
such assignment and a processing fee of $3,500; provided that no
such fee shall be payable in the case of an assignment by a Lender
to (A) an Affiliate of such Lender or (B) an Approved Fund (as
referred to in the definition of "Eligible Assignee") which is an
Affiliate of such Lender.
SUBPART 2.12 SCHEDULE 2.1(a). SCHEDULE 2.1(a) of the Existing Credit
Agreement is hereby deleted in its entirety and a new schedule in the form of
SCHEDULE 2.1(a) attached hereto is substituted therefor.
SUBPART 2.13 SCHEDULE 6.13. SCHEDULE 6.13 of the Existing Credit
Agreement is hereby deleted in its entirety and a new schedule in the form of
SCHEDULE 6.13 attached hereto is substituted therefor.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 AMENDMENT NO. 2 EFFECTIVE DATE. This Amendment shall be
and become effective as of the date hereof (the "AMENDMENT NO. 2 EFFECTIVE
DATE") when all of the conditions set forth in this PART 3 shall have been
satisfied, and thereafter this Amendment shall be known, and may be referred
to, as "AMENDMENT NO. 2."
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SUBPART 3.2 EXECUTION OF COUNTERPARTS OF AMENDMENT. The Agent shall
have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the Borrower,
the Guarantors and the Lenders.
SUBPART 3.3 OTHER ITEMS. The Agent shall have received such other
documents, agreements or information which may be reasonably requested by the
Agent.
PART 4
ASSIGNMENTS AND ASSUMPTIONS
The Assigning Existing Lender hereby sells and assigns, without
recourse, to the New Lenders, and the New Lenders hereby purchase and assume,
without recourse, from the Assigning Existing Lender, effective as of the
Amendment No. 2 Effective Date, such interests in the Assigning Existing
Lender's rights and obligations under the Existing Credit Agreement
(including, without limitation, the Commitments of the Assigning Existing
Lender on the Amendment No. 2 Effective Date and the Revolving Loans and LOC
Obligations, the Acquisition Loans, the portions of the Tranche A Term Loan
and the portions of the Tranche B Term Loan owing to the Assigning Existing
Lender which are outstanding on the Amendment No. 2 Effective Date) as shall
be necessary in order to give effect to the reallocations of the Revolving
Committed Amounts and Revolving Commitment Percentages, the Tranche A Term
Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and the
Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment
Percentages effected by the amendment to Schedule 2.1(a) to the Existing
Credit Agreement pursuant to SUBPART 2.6. From and after the Amendment No. 2
Effective Date (i) each of the New Lenders shall be a party to and be bound
by the provisions of the Existing Credit Agreement (as amended hereby) and,
to the extent of the interests assigned hereby, have the rights and
obligations of a Lender thereunder and under the other Credit Documents and
(ii) the Assigning Existing Lender shall, to the extent of the interests
assigned hereby, relinquish its rights and be released from its obligations
under the Existing Credit Agreement. The Assigning Existing Lender (i)
represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Documents or any other instrument or document furnished
pursuant thereto; and (iii) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of any Credit Party
or the performance or observance by any Credit Party of any of its
obligations under the Credit Documents or any other instrument or document
furnished pursuant thereto. Each New Lender (i) confirms that it has
received a copy of the Existing Credit Agreement (as amended hereby) together
with copies of the financial statements referred to in Section 7.1 thereof
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Amendment; (ii)
agrees that it will, independently and without reliance upon the Agent, the
Assigning Existing Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in
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taking or not taking action under the Amended Credit Agreement; (iii)
confirms that it is an Eligible Lender; (iv) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement as are delegated to the Agent by
the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Amended Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches
any U.S. Internal Revenue Service or other forms required under Section 3.11
of the Amended Credit Agreement.
PART 5
MISCELLANEOUS
SUBPART 5.1 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants to the Agent and the Lenders that, after giving effect to this
Amendment, (a) no Default or Event of Default exists under the Credit
Agreement or any of the other Credit Documents and (b) the representations
and warranties set forth in Section 6 of the Existing Credit Agreement are,
subject to the limitations set forth therein, true and correct in all
material respects as of the date hereof (except for those which expressly
relate to an earlier date).
SUBPART 5.2 REAFFIRMATION OF CREDIT PARTY OBLIGATIONS. Each Credit
Party hereby ratifies the Credit Agreement acknowledges and reaffirms (i)
that it is bound by all terms of the Credit Agreement and (ii) that it is
responsible for the observance and full performance of the Credit Party
Obligations.
SUBPART 5.3 CROSS-REFERENCES. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 5.4 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 5.5 REFERENCES IN OTHER CREDIT DOCUMENTS. At such time as this
Amendment No. 2 shall become effective pursuant to the terms of SUBPART 3.1,
all references in the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by this Amendment No. 2.
SUBPART 5.6 COUNTERPARTS. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SUBPART 5.7 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE NEW YORK.
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SUBPART 5.8 SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[The remainder of this page has been left blank intentionally.]
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IN WITNESS WHEREOF the Borrower, the Guarantors and the Existing Lender
have caused this Amendment to be duly executed on the date first above
written.
BORROWER: INSIGHT HEALTH SERVICES CORP.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
GUARANTORS: INSIGHT HEALTH CORP.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
RADIOLOGY SERVICES CORP.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
OPEN MRI, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MAXUM HEALTH CORP.
By:
----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
[Signatures Continued]
RADIOSURGERY CENTERS, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MTS ENTERPRISES, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
QUEST FINANCIAL SERVICES, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MAXUM HEALTH SERVICES CORP.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
DIAGNOSTEMPS, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
[Signatures Continued]
DIAGNOSTIC SOLUTIONS CORP.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MAXUM HEALTH SERVICES
OF NORTH TEXAS, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MAXUM HEALTH SERVICES
OF ARLINGTON, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
MAXUM HEALTH SERVICES
OF DALLAS, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
NORTH DALLAS DIAGNOSTIC CENTER, INC.
By:
-----------------------------------------
Name: Thomas V. Croal
Title: Executive Vice President,
Chief Financial Officer and Secretary
[Signatures Continued]
EXISTING LENDERS: NATIONSBANK, N. A.,
individually in its capacity as a
Lender and in its capacity as Agent
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
S-1
AMARA-1 FINANCE LTD.
By:
------------------------------------------
Name:
Title:
S-2
STRATA FUNDING LTD.
By:
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Name:
Title:
S-3
IN WITNESS WHEREOF the New Lenders have become a party to the Amended
Credit Agreement on the date first above written.
NEW LENDERS:
BANKBOSTON, N.A.
By:
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Name:
Title:
S-4
BANQUE PARIBAS
By:
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Name:
Title:
S-5
BHF-BANK AKTIENGESELLSCHAFT
By:
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Name:
Title:
By:
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Name:
Title:
S-6
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
S-7
HELLER FINANCIAL, INC.
By:
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Name:
Title:
S-8
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By:
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Name:
Title:
S-9
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
S-10
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:
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Name:
Title:
S-11
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S-12
INDOSUEZ CAPITAL FUNDING II, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG, AS
COLLATERAL MANAGER
By:
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Name:
Title:
S-13
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
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Name:
Title:
S-14