EX-10.17 5 radnet_10q-ex1017.htm AMENDMENT NO. 3 TO CREDIT AGREEMENT

     EXHIBIT 10.17

                           AMENDMENT NO. 3 TO CREDIT AGREEMENT

                      This AMENDMENT NO. 3 TO 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 Credit Agreement dated as of November 15, 2006 (as
    amended by that certain Limited Waiver and Amendment No. 1 to Credit Agreement
    dated April 5, 2007 and that certain Amendment No. 2 to 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 1.1(A). SECTION 1.1(A) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "TERM LOAN B. Subject to the terms and conditions of this
             Agreement and in reliance upon the representations and warranties of
             the Credit Parties contained herein, the Term Lenders made a term loan
             to the Borrower on the Closing Date, in the aggregate principal amount
             of $225,000,000, the outstanding aggregate principal balance of which
             is $223,875,000 immediately prior to the Amendment No. 3 Closing Date.
             Subject to the terms and conditions of this Agreement and in reliance
             upon the representations and warranties of the Credit Parties contained
             herein, each Term Lender, severally and not jointly, agrees to lend to
             the Borrower, in one draw, on the Amendment No. 3 Closing Date an
             amount such that, after giving effect to such loan, the amount of each

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             Term Loan B (as defined below) held by each Term Lender shall be as set
             forth opposite such Lender's name in ANNEX B under the heading Term
             Loan B Commitment. Amounts borrowed under this SUBSECTION (A) are
             collectively referred to as the "TERM LOAN B." Borrower shall repay
             Term Loan B through periodic payments on the dates and in the amounts
             indicated below ("SCHEDULED INSTALLMENTS").

                                                                          Scheduled
                                      Date                               Installment
                                      ----                               -----------

                Beginning with September 30, 2007, each March 31,           $625,000
                June 30, September 30 and December 31 occurring
                prior to September 30, 2012

                November 15, 2012                                       $236,375,000

                      The final installment shall in all events equal the entire
             remaining principal balance of the Term Loan B. Notwithstanding the
             foregoing, the outstanding principal balance of the Term Loan B shall
             be due and payable in full on the Commitment Termination Date. Amounts
             borrowed under this SECTION 1.1(A) and repaid may not be reborrowed.

                      At the request of the applicable Lender, such Lender's Term
             Loan B shall be evidenced by promissory notes substantially in the form
             of EXHIBIT 1.1(A) (as amended, modified, extended, substituted or
             replaced from time to time, each a "TERM NOTE B" and, collectively, the
             "TERM NOTES B"), and, except as provided in SECTION 1.7, Borrower shall
             execute and deliver each Term Note B to the applicable Lender. Each
             Term Note B shall represent the obligation of Borrower to pay the
             amount of the applicable Lender's Term Loan B Commitment, together with
             interest thereon."

                               AMENDMENT TO SECTION 1.3(A). SECTION 1.3(A) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "FEE LETTER. Borrower shall pay to GE Capital, individually,
             the Fees specified in that certain fee letter dated as of June 27, 2006
             among Borrower and GE Capital, as supplemented by that certain
             Supplemental Fee Letter dated as of the Amendment No. 3 Closing Date
             (collectively, the "GE CAPITAL FEE LETTER"), at the times specified for
             payment therein."

                               AMENDMENT TO SECTION 1.5(D). SECTION 1.5(D) of the
    Credit Agreement is hereby amended to be titled "PREPAYMENTS FROM ISSUANCE OF
    SECURITIES; SEGREGATED ACCOUNT" and is amended to include the following sentence
    at the end thereof:

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                      "On the one hundred twentieth day following the Amendment No.
             3 Closing Date, the Borrower shall prepay the Loans, in accordance with
             SECTION 1.5(E), in an amount equal to 100% of the remaining funds in
             the Segregated Account which has not been used to pay the purchase
             price of the Strategic Initiatives."

                               AMENDMENT TO SECTION 3. SECTION 3 of the Credit
    Agreement is hereby amended by inserting the following new SECTION 3.25 at the
    end thereof:

             "3.25 SEGREGATED ACCOUNT. As of the Amendment No. 3 Closing Date,
             Borrower has deposited into deposit account number 112-813519 at City
             National Bank $10,200,000 ("Segregated Account") which (i) funds will
             be used solely to (A) pay for Strategic Initiatives approved in writing
             by the Administrative Agent or (B) repay Loans hereunder as required by
             Section 1.5(d) and (ii) will be subject to a Control Agreement. The
             Agent shall have sole dominion and control of the Segregated Account
             and shall withdraw funds therefrom (i) upon the written request of the
             Borrower, to pay for Strategic Initiatives approved in writing by the
             Agent or (ii) to repay Loans as required by SECTION 1.5(D) (and the
             Borrower hereby acknowledges that the Agent may, without notice to the
             Borrower, withdraw funds from the Segregated Account for the purposes
             set forth in this sentence)."

                               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."

                               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

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             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 "$25,500,000" 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"):

                                                                 MAXIMUM CAPITAL
                                                                 EXPENDITURES
                      PERIOD                                     PER PERIOD
                      ------                                     ---------------
                      Fiscal Year 2007                           $42,000,000
                      Fiscal Year 2008                           $42,000,000
                      Fiscal Year 2009                           $45,000,000
                      Fiscal Year 2010 and each Fiscal Year      $45,000,000
                      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

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             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(D). SECTION 6.2(D) of the
    Credit Agreement is hereby amended by replacing the word "Month" which appears
    therein with the word "Quarter".

                               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.

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

    "AMENDMENT NO. 3 CLOSING DATE MEANS AUGUST 23, 2007."

    "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."

    "SEGREGATED ACCOUNT HAS THE MEANING ASCRIBED TO IT IN SECTION 3.25."

     "STRATEGIC INITIATIVES MEANS ANY ACQUISITIONS, INVESTMENTS, OR OTHER
    INITIATIVES TAKEN BY BORROWER AND APPROVED IN ADVANCE IN WRITING BY THE AGENT."

                               AMENDMENTS TO ANNEX A. ANNEX A of the Credit
    Agreement is hereby amended by amending and restating the following definitions
    to each read in its entirety as follows:

             "COMMITMENTS means (a) as to any Lender, the aggregate of such
             Lender's Revolving Loan Commitment and Term Loan B Commitment as set
             forth on ANNEX B to the Agreement (as supplemented by SUPPLEMENTAL
             ANNEX B to the Agreement) or in the most recent Assignment Agreement
             executed by such Lender and (b) as to all Lenders, the aggregate of all
             Lenders' Revolving Loan Commitments and Term Loan B Commitments, which
             aggregate commitment shall be THREE HUNDRED FIVE MILLION DOLLARS
             ($305,000,000) on the Amendment No. 3 Closing Date, as such Commitments
             may be reduced, amortized or adjusted from time to time in accordance
             with this Agreement."

             "REVOLVING LOAN COMMITMENT means (a) as to any Lender, the commitment
             of such Lender to make its Pro Rata Share of Revolving Credit Advances
             or incur its Pro Rata Share of Letter of Credit Obligations (including,
             in the case of the Swing Line Lender, its commitment to make Swing Line
             Advances as a portion of its Revolving Loan Commitment) as set forth on

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             ANNEX B (as supplemented by SUPPLEMENTAL ANNEX B to the Agreement) or
             in the most recent Assignment Agreement, if any, executed by such
             Lender and (b) as to all Lenders, the aggregate commitment of all
             Lenders to make the Revolving Credit Advances (including, in the case
             of the Swing Line Lender, Swing Line Advances) or incur Letter of
             Credit Obligations, which aggregate commitment shall be FIFTY-FIVE
             MILLION DOLLARS ($55,000,000) on the Amendment No. 3 Closing Date, as
             such amount may be adjusted, if at all, from time to time in accordance
             with the Agreement."

             "TERM LOAN B COMMITMENT means (a) as to any Lender, the commitment of
             such Lender to make its Pro Rata Share of the Term Loan B (as set forth
             on ANNEX B (as supplemented by SUPPLEMENTAL ANNEX B)) in the maximum
             aggregate amount set forth in SECTION 1.1(A) or in the most recent
             Assignment Agreement, if any, executed by such Lender and (b) as to all
             Lenders, the aggregate commitment of all Lenders to make the Term Loan
             B. The Term Loan B Commitment with respect to each Term Loan B shall
             reduce automatically by the amount prepaid or repaid in respect of such
             Term Loan B (but solely by the amount of such prepayment or repayment
             allocable to a Lender, for purposes of clause (a) of this definition)."

                               AMENDMENT TO ANNEX B. ANNEX B of the Credit Agreement
    is hereby supplemented with the SUPPLEMENTAL ANNEX B attached as ANNEX B to this
    Amendment.

                               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)
    (Borrowing Base Certificate) 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.

                      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

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                             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 or satisfaction of each of the agreements, documents
    or other instruments or conditions set forth in the closing checklist attached
    hereto as EXHIBIT A (the "CLOSING CHECKLIST"), in form, substance and manner
    satisfactory to the Agent;

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

                               (d) The Agent shall have received a nonrefundable
                               amendment fee equal to $281,275 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.

                      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.

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                      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" and "Obligations" in the Loan
    Documents shall take into account the provisions of this Amendment and be a
    reference to the "Credit Agreement" and the "Obligations" as amended hereby.

                                          * * *

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         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

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                                            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

                                            SOCAL 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

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                                            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

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                                            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

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                                            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

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                                            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

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                                            Cratos CLO I LTD.
                                            By: Cratos CDO Management, LLC
                                            As Attorney-in-fact

                                            By: Cratos Capital Partners, LLC
                                            Its Manager

                                            By: /s/ Jill E. Snyder
                                                ------------------------------------
                                                Name: Jill E. Snyder
                                                Title: Senior Vice President

                                            Cratos CLO II LTD.
                                            By: Cratos CDO Management, LLC
                                            As Attorney-in-fact

                                            By: Cratos Capital Partners, LLC
                                            Its Manager

                                            By: /s/ Jill E. Snyder
                                                ------------------------------------
                                                Name: Jill E. Snyder
                                                Title: Senior Vice President

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                                            ACA CLO 2006-2, Limited, as a Lender

                                            By: /s/ Vincent Ingato
                                                ------------------------------------
                                                Name: Vincent Ingato
                                                Title: Managing Directory

                                            ACA CLO 2007-1, Limited, as a Lender

                                            By: /s/ Vincent Ingato
                                                ------------------------------------
                                                Name: Vincent Ingato
                                                Title: Managing Directory

                                            Greyrock CDO Limited

                                            By Aladdin Capital Management LLC, as
                                            Manager

                                            By: /s/ Vincent Ingato
                                                ------------------------------------
                                                Name: Vincent Ingato
                                                Title: Managing Directory

                                            Landmark II CDO Limited
                                            By Aladdin Capital Management, LLC, as
                                            Manager

                                            By: /s/ Thomas E. Bancroft
                                                ------------------------------------
                                                Name: Thomas E. Bancroft
                                                Title: Designated Signatory

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                                            Landmark IX CDO Limited
                                            By Aladdin Capital Management, LLC, as
                                            Manager

                                            By: /s/ Thomas E. Bancroft
                                                ------------------------------------
                                                Name: Thomas E. Bancroft
                                                Title: Designated Signatory

                                            Landmark VI CDO Limited
                                            By Aladdin Capital Management, LLC, as
                                            Manager

                                            By: /s/ Thomas E. Bancroft
                                                ------------------------------------
                                                Name: Thomas E. Bancroft
                                                Title: Designated Signatory

                                            Landmark VII CDO Limited
                                            By Aladdin Capital Management, LLC, as
                                            Manager

                                            By: /s/ Thomas E. Bancroft
                                                ------------------------------------
                                                Name: Thomas E. Bancroft
                                                Title: Designated Signatory

                                            BLACK DIAMOND CLO 2005-2 Ltd.
                                            By: Black Diamond CLO 2005-2 Advisor,
                                            LLC., As its Collateral Manager

                                            By: /s/ Stephen H. Deckoff
                                                ------------------------------------
                                                Name: Stephen H. Deckoff
                                                Title: Managing Principal

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                                            Brencourt BD, LLC., as Lender

                                            By: /s/ Michael Palmer
                                                ------------------------------------
                                                Name: Michael Palmer
                                                Title: CFO

                                            Man Mac Schreckhorn 14B Ltd., as Lender

                                            By: /s/ Michael Palmer
                                                ------------------------------------
                                                Name: Michael Palmer
                                                Title: CFO

                                            CIFC Funding 2005-I, Ltd.
                                            CIFC Funding 2006-IB, Ltd.
                                            CIFC Funding 2006-II, Ltd.
                                            CIFC Funding 2007-I, Ltd.
                                            CIFC Funding 2007-II, 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

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                                            ColumbusNova CLO Ltd. 2006-II as Lender

                                            By: /s/ Paul L. Cal
                                                ------------------------------------
                                                Name: Paul L. Cal
                                                Title: Associate Director

                                            ColumbusNova CLO Ltd. 2007-I as Lender

                                            By: /s/ Paul L. Cal
                                                ------------------------------------
                                                Name: Paul L. Cal
                                                Title: Associate Director

                                             ColumbusNova CLO Ltd. 2007-II as Lender

                                             By: /s/ Paul L. Cal
                                                ------------------------------------
                                                Name: Paul L. Cal
                                                Title: Associate Director

                                             [CAINE FUNDING], as a Lender

                                             By: /s/ Neam Ahmed
                                                 -----------------------------------
                                                 Name: Neam Ahmed
                                                 Title: Authorized Signatory

                                             CypressTree CLAIF Funding LLC, as a
                                             Lender

                                             By: /s/ Tara E. Kenny
                                                 -----------------------------------
                                                 Name: Tara E.Kenny
                                                 Title: Assistant Vice President

19

                                            Evergreen CBNA Loan Funding LLC, as
                                            a Lender

                                            By: /s/ Brian Schott
                                                ------------------------------------
                                                Name: Brian Schott
                                                Title: Attorney-in-fact

                                            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

                                            Grand Central Asset Trust, BDC, Series,
                                            as a Lender

                                            By: /s/ Brian Schott
                                                ------------------------------------
                                                Name: Brian Schott
                                                Title: Attorney-in-fact

20

                                            Denali Capital LLC, managing member of
                                            DC Funding Partners LLC, portfolio
                                            manager for DENALI CAPITAL CLO IV, LTD,
                                            or an affiliate

                                            By: /s/ John P. Thacker
                                                ------------------------------------
                                                Name: John P. Thacker
                                                Title: Chief Credit Officer

                                            Denali Capital LLC, managing member of
                                            DC Funding Partners LLC, portfolio
                                            manager for DENALI CAPITAL CLO V, LTD,
                                            or an affiliate

                                            By: /s/ John P. Thacker
                                                ------------------------------------
                                                Name: John P. Thacker
                                                Title: Chief Credit Officer

                                            Denali Capital LLC, managing member of
                                            DC Funding Partners LLC, portfolio
                                            manager for DENALI CAPITAL CLO VI, LTD,
                                            or an affiliate

                                            By: /s/ John P. Thacker
                                                ------------------------------------
                                                Name: John P. Thacker
                                                Title: Chief Credit Officer

                                            Denali Capital LLC, managing member of
                                            DC Funding Partners LLC, portfolio
                                            manager for DENALI CAPITAL CLO VII, LTD,
                                            or an affiliate

                                            By: /s/ John P. Thacker
                                                ------------------------------------
                                                Name: John P. Thacker
                                                Title: Chief Credit Officer

                                            Denali Capital LLC, managing member of
                                            DC Funding Partners LLC, portfolio
                                            manager for DENALI CAPITAL CREDIT
                                            OPPORTUNITY FUND FINANCING, LTD, or an
                                            affiliate

                                            By: /s/ John P. Thacker
                                                ------------------------------------
                                                Name: John P. Thacker
                                                Title: Chief Credit Officer

21

                                            SENIOR DEBT PORTFOLIO, as a Lender

                                            By: Boston Management and Research as
                                            Investor Advisor

                                            By: /s/ Michael B. Botthof
                                                ------------------------------------
                                                Name: Michael B. Botthof
                                                Title: Vice President

                                            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 INSTITUTIONAL SENIOR LOAN
                                            FUND, 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

                                            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

22

                                            GRAYSON & CO., as a Lender

                                            By: Boston Management and Research as
                                            Investment Advisor

                                            By: /s/ Michael B. Botthof
                                                ------------------------------------
                                                Name: Michael B. Botthof
                                                Title: Vice President

                                            EATON VANCE, as a Lender
                                            VT FLOATING-RATE INCOME FUND

                                            By: Eaton Vance Management as Investment
                                            Advisor

                                            By: /s/ Michael B. Botthof
                                                ------------------------------------
                                                Name: Michael B. Botthof
                                                Title: Vice President

                                            EATON VANCE, as a Lender
                                            LIMITED DURATION INCOME FUND

                                            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 FLOATING-RATE INCOME TRUST,
                                            as a Lender

                                            By: Eaton Vance Management as Investment
                                            Advisor

                                            By: /s/ Michael B. Botthof
                                                ------------------------------------
                                                Name: Michael B. Botthof
                                                Title: Vice President

23

                                            EATON VANCE VARIABLE LEVERAGE FUND Ltd.,
                                            as a Lender

                                            By: Eaton Vance Management as Investment
                                            Advisor

                                            By: /s/ Michael B. Botthof
                                                ------------------------------------
                                                Name: Michael B. Botthof
                                                Title: Vice President

                                            MC Funding Ltd., as a Lender

                                            By: Monroe Capital Management, LLC As
                                            Collateral Manager

                                            By: /s/ James M. Cassady
                                                ------------------------------------
                                                Name: James M. Cassady
                                                Title: Vice President

                                            ORIX FINANCE CORP., as a Lender

                                            By: /s/ Christopher L. Smith
                                                ------------------------------------
                                                Name: Christopher L. Smith
                                                Title: Authorized Representative

                                            Satellite Senior Income Fund II, LLC,
                                            as a Lender

                                            By: Satellite Asset Management, LP.
                                            Its Investment Manager

                                            By: /s/ Matt Des Champs
                                                ------------------------------------
                                                Name: Matt Des Champs
                                                Title: CFO & Principal

24

                                            TELOS CLO 2006-1, LTD, as a Lender

                                            By: /s/ Jonathan Tepper
                                                ------------------------------------
                                                Name: Jonathan Tepper
                                                Title: Principal

                                            TELOS CLO 2007-2, LTD, as a Lender

                                            By: /s/ Jonathan Tepper
                                                ------------------------------------
                                                Name: Jonathan Tepper
                                                Title: Principal

                                            COLTS 2005-2, LTD., as a Lender

                                            by: Structured Asset Investors, LLC
                                            as Collateral Manager

                                            By: /s/ Kevin McCarthy
                                                ------------------------------------
                                                Name: Kevin McCarthy
                                                Title: Managing Director

                                            COLTS 2001-1, LTD., as a Lender

                                            by: Structured Asset Investors, LLC
                                            as Collateral Manager

                                            By: /s/ Kevin McCarthy
                                                ------------------------------------
                                                Name: Kevin McCarthy
                                                Title: Managing Director

                                            Grand Central Asset Trust, DES Series,
                                            as a Lender

                                            By: /s/ Pam Gwin
                                                ------------------------------------
                                                Name: Pam Gwin
                                                Title: Attorney-in-fact

25

ANNEX B TO AMENDMENT NO. 3 TO CREDIT AGREEMENT
SUPPLEMENTAL ANNEX B
PRO RATA SHARES AND COMMITMENT AMOUNTS
The existing Commitments of each Lender set forth below shall be increased by the amount set forth below:
Lender: General Electric Capital Corporation
Term Loan B Commitment: $25,000,000
Lender: Royal Bank of Canada
Revolving Loan Commitment: $10,000,000

ANNEX F TO AMENDMENT NO. 3 TO 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.

EXHIBIT 6.2(d) TO AMENDMENT NO. 3 TO CREDIT AGREEMENT
EXHIBIT 6.2(d)
BORROWING BASE CERTIFICATE
RADNET MANAGEMENT, INC.
Date: ___________________9
This Certificate is given by Radnet Management, Inc. ("Borrower") pursuant to subsection 6.2(d) of that certain Credit Agreement dated as of ____________________________________ among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "Credit Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.
The undersigned is duly authorized to execute and deliver this. Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:

(a) | Attached hereto as Schedule I is a calculation of the [proposed] Borrowing Base for Borrower as of the above date;

(b) | Attached hereto as Schedule II is a calculation of EBITDA for Holdings and its Subsidiaries as of the above date;

(c) | Based on such schedule, the [proposed] Borrowing Base as of the above date is:

IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its ______________ this ____ day of __________________
RADNET MANAGEMENT, INC.
By: ____________________________
Its: ____________________________

SCHEDULE I
EXHIBIT 6.2(d)
CALCULATION OF BORROWING BASE

(a) | Applicable Senior Multiple Multiplied by: |  | $ _________
(b) | EBITDA (calculated in Schedule II to this Exhibit 6.2(d)) for twelve-month period ending on [insert date of most recent monthly financial statements required to be delivered pursuant to Section 6.1(a) of Credit Agreement] the "Defined Period") |  | $ _________
(c) | Product of (a) and (b) |  | $ _________
Less: |  |  |
(d) | Outstanding principal balance of all Senior Debt of Holdings and its Subsidiaries as of [insert date of Borrowing Base Certificate] other than Revolving Loans |  | $ _________
(e) | ((c) minus (d)) (if not a positive number, such amount shall be deemed to be zero) |  | $ _________
(f) | Applicable Total Multiple |  | $ _________
Multiplied by: |  |  |
(g) | EBITDA (calculated in Section 6.1(b) of this Annex) for twelve-month period ending on [insert date of most recent monthly financial statements required to be delivered pursuant to Section 6.1(a) of Credit Agreement] the "Defined Period") |  | $ _________
(h) | Product of (f) and (g) |  | $ _________
Less: |  |  |
(i) | Outstanding principal balance of total Funded Debt of Holdings and its Subsidiaries as of [insert date of Borrowing Base Certificate] other than Revolving Loans |  | $ _________
(j) | ((h) minus (i)) (if not positive number, such amount shall be deemed to be zero) |  | $ _________
(k) | Borrowing Base as of [insert date of Borrowing Base Certificate] (lesser of (e) and (j)) |  | $ _________

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