EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories • California
AGREEMENT dated as of September 26, 2005 between InSight Health Services Corp., a Delaware corporation (“Company”), and Donald F. Hankus (“Executive”). InSight Health Services Holdings Corp., a Delaware corporation (“Parent”) is a party to this Agreement solely for the purposes of Section 3.07.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 4th, 2008 • Insight Health Services Holdings Corp • Services-medical laboratories • California
EXECUTIVE EMPLOYMENT AGREEMENT dated as of October 27, 2008 between InSight Health Services Corp., a Delaware corporation (“Company”), and Keith S. Kelson (“Executive”). Company is a wholly owned subsidiary of InSight Health Services Holdings Corp., a Delaware corporation (“Parent”).
InSight Health Corp. 26250 Enterprise Court Suite 100 Lake Forest, CA 92630-8405 Telephone - 949.282.6000 Facsimile - 949.452.0253Letter Agreement • February 16th, 2010 • Insight Health Services Holdings Corp • Services-medical laboratories
This Letter Agreement (“Agreement”) sets forth the terms and conditions of your separation from InSight Health Services Holdings Corp. (“InSight” or “Company”) and InSight Health Services Corp. (“IHSC”), in each case effective December 6, 2009 (“Effective Date”). InSight will pay your earned wages and any unused accrued vacation through December 6, 2009, regardless of whether you sign this Agreement, and the other amounts and benefits set forth below upon the terms and under the conditions set forth in this Agreement.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2009 • Insight Health Services Holdings Corp • Services-medical laboratories
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “First Amendment”) is made and entered into as of July 30, 2009, between InSight Health Services Corp., a Delaware corporation (the “Company”), and Louis E. Hallman, III (“Executive”).
POST-PETITION LOAN AND SECURITY AGREEMENTPost-Petition Loan and Security Agreement • December 15th, 2010 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
THIS POST-PETITION LOAN AND SECURITY AGREEMENT (this “Agreement”) is made on December 14, 2010, by and among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation (“Parent”), INSIGHT HEALTH SERVICES CORP., a Delaware corporation (“InSight Health”), INSIGHT HEALTH CORP. (in its capacity as Borrower and in its capacity as the representative of the other Borrowers pursuant to Section 4.2, “IHC”), a Delaware corporation, those affiliates of IHC listed on the signature pages hereto, in their capacities as Chapter 11 debtors-in-possession (Parent, InSight Health, IHC and each of IHC’s affiliates listed on the signature pages hereto, being referred to collectively as “Borrowers”, and individually as a “Borrower”), and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, “Lender”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1.
INSIGHT HEALTH SERVICES HOLDINGS CORP. NONSTATUTORY STOCK OPTION GRANT AGREEMENTInsight Health Services • April 18th, 2008 • Insight Health Services Holdings Corp • Services-medical laboratories • Delaware
THIS AGREEMENT is made this 14th day of April, 2008 (the “Grant Date”) between InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), and (the “Optionee”).
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 8th, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories
THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of July 1, 2005 by and among InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), the JWC Holders (as defined below), the Halifax Holders (as defined below), the Management Holders (as defined below) and the Additional Holders (as defined below).
INSIGHT HEALTH SERVICES HOLDINGS CORP. STOCK OPTION AGREEMENTInsight Health Services • September 22nd, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories • Delaware
THIS AGREEMENT is entered into as of April 8, 2005 (the “Grant Date”) by and between InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), and Michael N. Cannizzaro (the “Optionee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 22, 2005, is by and among INSIGHT HEALTH SERVICES CORP., a Delaware corporation (the “Borrower”), the Guarantors parties hereto, the Lenders parties hereto, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Syndication Agent (in such capacity, the “Syndication Agent”) and THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent (in such capacity, the “Documentation Agent”).
THIRD SUPPLEMENTAL INDENTURE Dated as of July 9, 2007 among INSIGHT HEALTH SERVICES CORP. as Issuer, INSIGHT HEALTH SERVICES HOLDINGS CORP. and THE SUBSIDIARIES LISTED IN THE PREAMBLE as Guarantors, and to INDENTURE Dated as of September 22, 2005Third Supplemental Indenture • September 21st, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of July 9, 2007 (the “Third Supplemental Indenture”), is entered into by and among InSight Health Services Corp., a Delaware corporation (the “Company”), InSight Health Services Holdings Corp., a Delaware corporation (the “Parent”), and the Subsidiary Guarantors signatory hereto (collectively, the “Subsidiary Guarantors” and together with the Parent, the “Guarantors”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This Registration Rights Agreement, is dated as of August 1, 2007, by and among InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), and the other persons listed on the signature pages hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (the “Holders”).
ASSET PURCHASE AGREEMENT by and among INSIGHT HEALTH CORP., COMPREHENSIVE MEDICAL IMAGING, INC., COMPREHENSIVE MEDICAL IMAGING CENTERS, INC. and CARDINAL HEALTH 414, INC. Dated as of January 6, 2003Asset Purchase Agreement • April 16th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies • California
This Asset Purchase Agreement (this “Agreement”), dated as of January 6, 2003, is by and among (i) InSight Health Corp., a Delaware corporation (“Buyer”), (ii) Comprehensive Medical Imaging Centers, Inc. (“CMIC”), a Delaware corporation, (iii) Comprehensive Medical Imaging, Inc., a Delaware corporation (together with CMIC and each of its other subsidiaries necessary to effect the transfer of assets hereunder, “Seller”), and (iv) Cardinal Health 414, Inc., a Delaware corporation, formerly known as Syncor International Corporation, that is the sole stockholder of Seller (“Parent” and, together with Seller, the “Seller Parties”).
STOCK PURCHASE AGREEMENT by and among INSIGHT HEALTH CORP., COMPREHENSIVE MEDICAL IMAGING, INC., CARDINAL HEALTH 414, INC. and CARDINAL HEALTH, INC. Dated as of February 13, 2004Stock Purchase Agreement • April 8th, 2004 • Insight Health Services Holdings Corp • Services-medical laboratories • California
This Stock Purchase Agreement (this “Agreement”), dated as of February 13, 2004, is by and among (i) InSight Health Corp., a Delaware corporation (“Buyer”), (ii) Comprehensive Medical Imaging, Inc., a Delaware corporation (the “Company”), (iii) Cardinal Health 414, Inc., a Delaware corporation and the sole stockholder of the Company (“Seller”), and (iv) Cardinal Health, Inc., an Ohio corporation (“Cardinal”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This Registration Rights Agreement, is dated as of August 1, 2007, by and among InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), and the other persons listed on the signature pages hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (the “Holders”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies • California
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of February 21, 2003, by and among (i) InSight Health Corp. (“Buyer”), (ii) Comprehensive Medical Imaging Centers, Inc (“CMIC”), (iii) Comprehensive Medical Imaging, Inc. (together with CMIC and each of its other subsidiaries necessary to effect the transfer of assets under the Purchase Agreement (as defined below), “Seller”) and (iv) Cardinal Health 414, Inc. (“Parent”).
WAIVER AND AGREEMENT NO. 1 TO INDENTUREWaiver and Agreement • June 4th, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
WAIVER AND AGREEMENT NO. 1, dated as of May 29, 2007 (this “Agreement”), to that certain Indenture, dated as of September 22, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) among InSight Health Services Corp., a Delaware corporation (the “Company”), InSight Health Services Holdings Corp., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined therein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) for the Senior Secured Floating Rate Notes due 2011.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2009 • Insight Health Services Holdings Corp • Services-medical laboratories
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “First Amendment”) is made and entered into as of July 30, 2009, between InSight Health Services Corp., a Delaware corporation (the “Company”), and Patricia R. Blank (“Executive”). InSight Health Services Holdings Corp., a Delaware corporation (“Parent”), is a party only with respect to the Section 3.07 of the Original Agreement (as defined below).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies • California
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of March 30, 2003, by and among (i) InSight Health Corp. (“Buyer”), (ii) Comprehensive Medical Imaging Centers, Inc (“CMIC”), (iii) Comprehensive Medical Imaging, Inc. (together with CMIC and each of its other subsidiaries necessary to effect the transfer of assets under the Purchase Agreement (as defined below), “Seller”) and (iv) Cardinal Health 414, Inc. (“Parent”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made and entered into, effective as of , by and between INSIGHT HEALTH SERVICES CORP., a Delaware corporation (“INSIGHT”), and (“INDEMNITEE”) (“Agreement”).
FORM OF LOCKUP AGREEMENTLockup Agreement • May 11th, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
LOCKUP AGREEMENT, dated as of , 2007, by and among InSight Health Services Holdings Corp., a Delaware corporation (the “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Notes (as defined below) (for the avoidance of doubt, this does not include any Notes beneficially owned by non-affiliated customers of the undersigned) identified on Schedule A to this Agreement (defined hereinafter) on the date of this Agreement and each other beneficial owner (or investment managers or advisors for the beneficial owners) of Notes that executes a counterpart signature page to this Agreement after the date of this Agreement as provided in Section 23 (collectively, the “Concurring Noteholders,” and each, individually, a “Concurring Noteholder”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • September 27th, 2006 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 18, 2006, by and among LOCKPORT MRI, LLC, a New York limited liability company (the “Guaranteeing Subsidiary”), INSIGHT HEALTH SERVICES CORP. (or its permitted successor), a Delaware corporation (the “Company”), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation, the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 26th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of April 2, 2003, among Valencia MRI, LLC, a California limited liability company (“Valencia”), Orange County Regional PET Center – Irvine, LLC, a California limited liability company (“Orange County”), and San Fernando Valley Regional PET Center, LLC, a California limited liability company (together with Valencia and Orange County, each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), InSight Health Services Corp., a Delaware corporation (the “Company”), InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust National Association (formerly known as State Street Bank and Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).
March 15, 2007Insight Health Services Holdings Corp • March 16th, 2007 • Services-medical laboratories • New York
Reference is made to that certain Amended and Restated Loan and Security Agreement (as at any time amended, restated, modified or supplemented, the “Loan Agreement”), dated September 22, 2005, by and among InSight Health Services Corp. (individually and, in its capacity as the representative of the other Borrowers (as defined below) pursuant to Section 4.4 of the Loan Agreement, “InSight Health”), a Delaware corporation, and those subsidiaries of InSight Health listed on the signature pages hereto (InSight Health and each of its subsidiaries listed on the signature pages hereto being referred to collectively as “Borrowers,” and individually as a “Borrower”), the various financial institutions listed on the signature pages hereto (together with their respective successors and permitted assigns, “Lenders”), and Bank of America, N.A. (“Bank of America”), a national bank, in its capacity as collateral and administrative agent for the Lenders (together with its successors in such capacity,
FIRST AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENTCredit Agreement • May 15th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment”), dated as of January 24, 2003, is by and among INSIGHT HEALTH SERVICES CORP., a Delaware corporation (the “Borrower”), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation (the “Parent”), the Subsidiary Guarantors parties hereto, the Lenders defined in the Existing Credit Agreement defined below, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Syndication Agent (in such capacity, the “Syndication Agent”) and THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent (in such capacity, the “Documentation Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • July 8th, 2005 • Insight Health Services Holdings Corp • Services-medical laboratories • Delaware
InSight Health Services Corp. and The Guarantors listed on Schedule B hereto 9 7/8 % Senior Subordinated Notes Due 2011 Purchase Agreement dated February 26, 2004 Banc of America Securities LLCPurchase Agreement • May 13th, 2004 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENTCredit Agreement • September 26th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment”), dated as of July 11, 2003, is by and among INSIGHT HEALTH SERVICES CORP., a Delaware corporation (the “Borrower”), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation (the “Parent”), the Subsidiary Guarantors parties hereto, the Lenders defined in the Existing Credit Agreement defined below, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Syndication Agent (in such capacity, the “Syndication Agent”) and THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent (in such capacity, the “Documentation Agent”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 17th, 2009 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of December 16, 2008, among WNYI, LLC, a New York limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of InSight Health Services Corp. (or its permitted successor), a Delaware corporation (the “Company”), InSight Health Services Holdings Corp., a Delaware corporation, the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, a national banking association as trustee under the Indenture referred to below (the “Trustee”).
ASSET PURCHASE AGREEMENT by and among CDL MEDICAL TECHNOLOGIES, INC., KEITH E. LOISELLE, DAVID J. SIMILE and INSIGHT HEALTH CORP. Dated as of June 19, 2003Asset Purchase Agreement • August 11th, 2003 • Insight Health Services Holdings Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
This Asset Purchase Agreement (this “Agreement”) is dated as of June 19, 2003, by and among InSight Health Corp., a Delaware corporation (“Buyer”), CDL Medical Technologies, Inc., a Pennsylvania corporation (“Seller”), Keith E. Loiselle, a resident of Pennsylvania (“Loiselle”), and David J. Simile, a resident of Pennsylvania (“Simile”) (Loiselle and Simile are referred to herein as “Shareholders”).
INSIGHT HEALTH CORP. and each of its subsidiaries listed on the pages hereto, as Borrowers SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated: August 1, 2007 andLoan and Security Agreement • August 7th, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made on August 1, 2007, by and among INSIGHT HEALTH CORP. (in its capacity as Borrower and in its capacity as the representative of the other Borrowers pursuant to Section 4.4, “IHC”), a Delaware corporation; those affiliates of IHC listed on the signature pages hereof (IHC, together with each of such affiliates and certain other wholly-owned domestic Subsidiaries of InSight Health that may from time to time be added as borrowers hereunder in accordance with Section 4.6 of this Agreement, being referred to collectively as “Borrowers” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof (together with their respective successors and permitted assigns, the “Lenders”); and BANK OF AMERICA, N.A., a national bank (“BofA”), in its capacity as collateral and administrative agent for the Lenders pursuant to Section 13 (in such capacity, together with its successors in such capa
Re: Amendment to Separation AgreementSeparation Agreement • November 4th, 2008 • Insight Health Services Holdings Corp • Services-medical laboratories
This Amendment to Separation Agreement (“Amendment”) sets forth the terms and conditions of your agreement to be available to perform consulting services for InSight Health Services Holdings Corp. (“InSight” or “Company”) following the end of your employment with the Company and InSight Health Services Corp. (“IHSC”), in each case effective October 31, 2008. This Amendment amends and supplements the Separation Agreement dated May 25, 2008 among you, the Company and IHSC (“Separation Agreement”). Other than as reflected in this Amendment, all other terms and conditions of the Separation Agreement remain the same. As the General Counsel of the Company, you performed valuable services for the Company for more than seventeen (17) years and possess certain knowledge about the Company and its affairs that will be of value to the Company following the end of your employment.
June 29, 2006Letter Agreement • July 3rd, 2006 • Insight Health Services Holdings Corp • Services-medical laboratories
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 27th, 2006 • Insight Health Services Holdings Corp • Services-medical laboratories • New York
This First Supplemental Indenture (this “First Supplemental Indenture”), dated as of May 18, 2006, among LOCKPORT MRI, LLC, a New York limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of INSIGHT HEALTH SERVICES CORP. (or its permitted successor), a Delaware corporation (the “Company”), INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation, the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association as trustee under the Indenture referred to herein (the “Trustee”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 8th, 2004 • Insight Health Services Holdings Corp • Services-medical laboratories • California
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of April 1, 2004, by and among InSight Health Corp. (“Buyer”), Comprehensive Medical Imaging, Inc. (the “Company”), Cardinal Health 414, Inc. (“Seller”), and Cardinal Health, Inc., and amends that certain Stock Purchase Agreement, dated as of February 13, 2004, among the parties hereto (the “Stock Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement.
INSIGHT HEALTH SERVICES HOLDINGS CORP. INSIGHT HEALTH SERVICES CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2007 • Insight Health Services Holdings Corp • Services-medical laboratories • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of August 1, 2007, by and among InSight Health Services Holdings Corp., a Delaware corporation (“Holdings”), and InSight Health Services Corp, a Delaware corporation (“InSight,” and together with Holdings, the “Company”), and (the “Indemnitee”).
