First Amendment to Asset Purchase Agreement among Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., US Diagnostic Inc., and Various Imaging Centers (August 31, 2000)

Summary

This amendment updates the original Asset Purchase Agreement between Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., US Diagnostic Inc., and several imaging centers. The changes clarify which assets and liabilities are included or excluded, update schedules related to Florida imaging centers, specify tax responsibilities, and add a post-closing reconciliation process. All other terms of the original agreement remain unchanged. The amendment is effective as of August 31, 2000.

EX-2.(B) 3 g64196ex2-b.txt 1ST AMENDMENT TO ASSET PURCHASE AGREEMENT 1 Exhibit 2(b) FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT BY AND AMONG US DIAGNOSTIC INC., AH IMAGING CENTER, INC., FREMONT IMAGING CENTER, INC., MEDITEK-BROWARD, INC., MEDITEK PALM BEACH GARDENS, INC. MICA CAL III, INC., MICA CAL IV INC., MODESTO IMAGING CENTER, INC., ORANGE PARK DIAGNOSTIC CENTER INC., SALISBURY IMAGING INC., SAN FRANCISCO MAGNETIC RESONANCE CENTER INC., WESTLAKE DIAGNOSTIC CENTER, INC., COMPREHENSIVE DIAGNOSTIC IMAGING, INC. AND COMPREHENSIVE MEDICAL IMAGING, INC. DATED AUGUST 31, 2000 2 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "First Amendment") is dated this 31st day of August, 2000 by and among COMPREHENSIVE DIAGNOSTIC IMAGING, INC., a Delaware corporation (the "Purchaser"), COMPREHENSIVE MEDICAL IMAGING, INC., a Delaware corporation ("CMI"), US DIAGNOSTIC INC., a Delaware corporation ("USD"), and each seller named on EXHIBIT A attached to the Agreement as defined below (each a "Seller" and collectively, the "Sellers"). RECITALS WHEREAS, CMI, Purchaser, USD, and Sellers entered into an Asset Purchase Agreement ("Agreement") dated July 25, 2000 for the purchase of substantially all of the assets of the imaging centers listed on Exhibit A to the Agreement; and WHEREAS, in connection with the consummation of the transactions relating to the imaging centers located in the state of Florida as contemplated by the Agreement (the "Florida Centers"), the parties desire to amend the Agreement as set forth in this First Amendment; NOW, THEREFORE, the parties hereto hereby agree that the Agreement be amended as follows: AMENDMENT 1. The schedules relating to the Florida Centers attached to the Agreement and referenced therein are hereby amended and restated in their entirety by the schedules attached to this First Amendment. 2. Section 2.2(a) is hereby amended and restated in its entirety to read as follows: "cash and cash equivalents held by each Seller, including without limitation, bank accounts, certificates of deposit, treasury bills, securities, money market accounts, mutual funds and repurchase agreements, prepaid expenses and security deposits, except for that certain security deposit paid by USD pursuant to that certain Executive Suite License Agreement dated January 29, 1997 (the "Security Deposit");" 3. Section 3.1(a) is hereby amended to add the clause "plus the Security Deposit" at the end of the first sentence thereof. 4. Section 10.3 which shall read as follows is hereby added: "10.3 TAXES BASED ON SALE OF ASSETS. Each Seller shall be responsible for all taxes arising out of the sale of the Assets (as defined in the Agreement)." 5. Section 3.1(b)(xiii) is hereby amended and restated in its entirety to read as follows: 2 3 "any liability which does not relate in any way to the ownership, management or operation of the Businesses, including, but not limited to, liabilities relating to First Coast Imaging Center." 6. Section 3.1(e) which shall read as follows is hereby added: "3.1(e) POST-CLOSING RECONCILIATION. As soon as reasonably practicable after the date hereof, but no later than September 15, 2000, the parties will use their good faith efforts to confirm the amount of the Paid Time Off Credit and the Assumed Debt balances set forth on Schedule 3.1(a)." 7. Sections 7.6 and 8.8 and subsections 9.1(k) and 9.2(e) are hereby deleted in their entirety and replaced with the word "RESERVED". 8. All other provisions of the Agreement shall remain in full force and effect. [The remainder of this page is intentionally left blank. The signature page follows.] 3 4 IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment, all as of the day and year first above written. PURCHASER: COMPREHENSIVE DIAGNOSTIC IMAGING, INC. By: /s/ David L. Ward -------------------------------------------- David L. Ward President and Chief Executive Officer By: /s/ Rochelle J. Martel -------------------------------------------- Rochelle J. Martel Chief Financial Officer COMPREHENSIVE MEDICAL IMAGING, INC. By: /s/ David L. Ward -------------------------------------------- David L. Ward President and Chief Executive Officer By: /s/ Rochelle J. Martel -------------------------------------------- Rochelle J. Martel Chief Financial Officer USD: U S DIAGNOSTIC INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 4 5 SELLERS: AH IMAGING CENTER, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer FREMONT IMAGING CENTER, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MEDITEK-BROWARD, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 5 6 MEDITEK PALM BEACH GARDENS, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MICA CAL III, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MICA CAL IV INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer MODESTO IMAGING CENTER, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 6 7 ORANGE PARK DIAGNOSTIC CENTER INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer SALISBURY IMAGING INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer SAN FRANCISCO MAGNETIC RESONANCE CENTER INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 7 8 WESTLAKE DIAGNOSTIC CENTER, INC. By: /s/ Paul Andrew Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 8