Third Amendment to Asset Purchase Agreement among Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., U.S. Diagnostic Inc., and Various Imaging Centers

Summary

This amendment updates the original Asset Purchase Agreement between Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical Imaging, Inc., U.S. Diagnostic Inc., and several imaging centers. It revises the purchase price, updates schedules related to California imaging centers, clarifies the handling of certain deposits, and allows for multiple separate closings for different businesses. All other terms of the original agreement remain unchanged. The amendment is effective as of September 20, 2000.

EX-2.(D) 5 g64196ex2-d.txt 3RD AMENDMENT TO ASSET PURCHASE AGREEMENT 1 Exhibit 2 (d) THIRD 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 SEPTEMBER __, 2000 2 THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Third Amendment") is dated this 20 day of September, 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, on August 31, 2000, the parties hereto executed and delivered the First Amendment to Asset Purchase Agreement which related to the consummation of the sale of the Florida Centers (as defined in such First Amendment); and WHEREAS, on September 15, 2000, the parties hereto executed and delivered the Second Amendment to Asset Purchase Agreement which extended the Termination Date (as defined in the Agreement); and WHEREAS, in connection with the consummation of the transactions relating to the imaging centers located in the state of California listed on Exhibit A attached hereto as contemplated by the Agreement (the "California Centers"), the parties desire to amend the Agreement as set forth in this Third Amendment; NOW, THEREFORE, the parties hereto hereby agree that the Agreement be amended as follows: AMENDMENT 1. The schedules relating to the California Centers attached to the Agreement and referenced therein are hereby amended and restated in their entirety by the schedules attached to this Third Amendment. 2. The first sentence of Section 3.1(a) here by amended and restated in its entirety to read as follows: "(a) The aggregate purchase price for the Assets is $42,015,650 (the "Purchase Price") less the Paid Time Off Credit (as defined in Section 11.4) which shall be comprised of the following: (i) $375,000 to be paid by wire transfer to Jerrold H. Mink, M.D. and Andrew L. Deutsch, M..D. on behalf of USD and Westlake Diagnostic Center, Inc.; and (ii) $41,640,650 to be paid to Sellers, from which the Paid Time Off Credit shall be deducted." 2 3 3. 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") and the prepaid expense of $7,025 relating to the Toshiba MRI Service contract at Modesto ("Service Deposit");" 4. Section 3.1(a) is hereby amended to add the clause "plus the Security Deposit and Service Deposit" at the end of the first sentence thereof. 5. A new Section 4.2 is hereby added which shall read as follows: "Section 4.2. MULTIPLES CLOSINGS. The parties hereto agree that (i) the transactions contemplated hereby may be closed in one or more closings each of which may relate to one or more Businesses; (2) each such closing shall be deemed to be a separate and distinct closing; and (3) the conditions precedent set forth in Sections 7 and 8 hereof required to be satisfied in connection with each such closing are only those conditions precedent that relate to the Businesses being sold in such closing. 6. 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 Third 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/ Wayne K. Baldwin -------------------------------------------- Wayne K. Baldwin Secretary COMPREHENSIVE MEDICAL IMAGING, INC. By: /s/ David L. Ward -------------------------------------------- David L. Ward President and Chief Executive Officer By: /s/ Wayne K. Baldwin -------------------------------------------- Wayne K. Baldwin Secretary USD: U S DIAGNOSTIC INC. By: /s/ Paul A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. 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 A. Shaw -------------------------------------------- Paul Andrew Shaw Vice President and Chief Financial Officer By: /s/ Leon Maraist -------------------------------------------- Leon Maraist Chief Operating Officer 8