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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
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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:
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"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.]
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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
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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
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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
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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
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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
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