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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
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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."
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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.]
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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
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David L. Ward
President and Chief Executive Officer
By: /s/ Wayne K. Baldwin
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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
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Wayne K. Baldwin
Secretary
USD:
U S DIAGNOSTIC INC.
By: /s/ Paul A. Shaw
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
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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
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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 A. Shaw
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
MICA CAL III, INC.
By: /s/ Paul A. Shaw
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
MICA CAL IV INC.
By: /s/ Paul A. Shaw
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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
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
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ORANGE PARK DIAGNOSTIC CENTER INC.
By: /s/ Paul A. Shaw
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
SALISBURY IMAGING INC.
By: /s/ Paul A. Shaw
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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
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WESTLAKE DIAGNOSTIC CENTER, INC.
By: /s/ Paul A. Shaw
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Paul Andrew Shaw
Vice President and Chief Financial Officer
By: /s/ Leon Maraist
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Leon Maraist
Chief Operating Officer
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