-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VnX7LY6qL+Wi/a8Rl5yqShdFCMXi/UuOR8gy2uK67TOVLtzTpf5OMfslBNc68f5k 2nuaHT9HAq5ug4d9W5YItQ== 0000950123-01-504205.txt : 20010710 0000950123-01-504205.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950123-01-504205 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010709 GROUP MEMBERS: HALIFAX CAPITAL PARTNERS L P GROUP MEMBERS: INSIGHT HEALTH SERVICES HLDG'S GROUP MEMBERS: JW CHILDS EQUITY PARTNERS II LP GROUP MEMBERS: JWCH MERGER CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46311 FILM NUMBER: 1677046 BUSINESS ADDRESS: STREET 1: 4400 MACARTHUR BLVD STREET 2: SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494760733 MAIL ADDRESS: STREET 1: 4400 VON KARMAN AVE STE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JW CHILDS EQUITY PARTNERS II LP CENTRAL INDEX KEY: 0001144473 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043290201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSOTN STATE: MA ZIP: 02110 BUSINESS PHONE: 6177531100 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 y51270sc13d.txt SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 INSIGHT HEALTH SERVICES CORP. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45766Q 101 (CUSIP Number) J.W. CHILDS EQUITY PARTNERS II, L.P. One Federal Street, 21st Floor Boston, Massachusetts 02110 Attn: Steven G. Segal (617) 753-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: Stephen C. Koval, Esq. Kaye Scholer LLP 425 Park Avenue New York, New York 10022 (212) 836-8000 JUNE 29, 2001 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d- 1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 2 SCHEDULE 13D CUSIP NO. 45766Q 101 (FOR PAGE 2 OF 18 PAGES COMMON STOCK ISSUED UPON CONVERSION) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1. J.W. CHILDS EQUITY PARTNERS II, L.P. I.R.S. Identification No. 04-3290201 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY See Item 5 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER See Item 5 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 45766Q 101 (FOR PAGE 3 OF 18 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HALIFAX CAPITAL PARTNERS, L.P. I.R.S. Identification No. 04-3290201 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY See Item 5 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER See Item 5 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 45766Q 101 (FOR PAGE 4 OF 18 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON InSight Health Services Holdings Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY See Item 5 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER See Item 5 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP NO. 45766Q 101 (FOR PAGE 5 OF 18 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JWCH Merger Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY See Item 5 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER See Item 5 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 This Schedule 13D (the "Statement") is being filed as an original filing with the Securities and Exchange Commission (the "Commission") by J.W. Childs Equity Partners II, L.P., a Delaware limited partnership ("J.W. Childs"), Halifax Capital Partners, L.P., a Delaware limited partnership ("Halifax"), InSight Health Services Holdings Corp., a Delaware corporation ("Holdings") and JWCH Merger Corp., a Delaware corporation and wholly-owned subsidiary of Holdings ("MergeCo"), in connection with (i) that certain Voting Agreement (the "GE Voting Agreement"), dated June 29, 2001, among Holdings, MergeCo and General Electric Company ("GE"), (ii) that certain Voting Agreement (the "GE Fund Voting Agreement"), dated June 29, 2001, among Holdings, MergeCo and GE Fund ("GE Fund"), and (iii) that certain Voting Agreement (the "Carlyle Voting Agreement" and, collectively with the GE Voting Agreement and the GE fund Voting Agreement, the "Voting Agreements"), dated June 29, 2001, among Holdings, MergeCo and Carlyle Partners II, L.P., a Delaware limited partnership, Carlyle Partners III, L.P., a Delaware limited partnership, Carlyle International Partners II, L.P., a Cayman Islands exempted limited partnership, Carlyle International Partners III, L.P., a Cayman Islands exempted limited partnership, C/S International Partners, a Cayman Islands general partnership, State Board of Administration of Florida, Carlyle Investment Group, L.P., a Delaware limited partnership, Carlyle-InSight International Partners, L.P., a Cayman Islands exempted limited partnership, Carlyle-InSight Partners, L.P., a Delaware limited partnership and TC Group, L.L.C., a Delaware limited liability company (collectively, "Carlyle"). Based on representations made in the Voting Agreements: (x) Carlyle beneficially owns 25,000 shares of InSight Health Services Corp. (the "Company") convertible preferred stock, Series B, par value $0.001 per share ("Series B Preferred Stock"), convertible into 298,507.46 shares of the Company's convertible preferred stock, Series D, par value $0.001 ("Series D Preferred Stock") and ultimately convertible into 2,985,074.6 shares of the Company's common stock, par value $0.001 per share ("Common Stock") and warrants to purchase up to 290,000 shares of Common Stock, (y) GE beneficially owns 17,005 shares of the Company's convertible preferred stock, Series C, par value $0.001 per share ("Series C Preferred Stock"), convertible into 203,044.8 shares of the Company's Series D Preferred Stock and ultimately convertible into 2,030,448 shares of the Company's Common Stock and warrants to purchase up to 270,000 shares of Common Stock and (z) GE Fund beneficially owns 10,948 shares of the Company's Series C Preferred Stock convertible into 130,722.4 shares of the Company's Series D Preferred Stock and ultimately convertible into 1,307,224 shares of the Company's Common Stock (Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, warrants beneficially owned by GE and Carlyle and all securities issued in respect of the foregoing are collectively referred to herein as the "Subject Shares"). Based on these representations and the representations of the Company in the Merger Agreement (as defined below) regarding the number of outstanding shares of Common Stock as of June 29, 2001, GE, GE Fund and Carlyle beneficially own approximately 67.74%, in the aggregate, of the outstanding shares of Common Stock on an as converted basis. The Voting Agreements were entered into in connection with the signing of an Agreement and Plan of Merger dated as of June 29, 2001 by and among Holdings, MergeCo and the Company (the "Merger Agreement") providing for the proposed merger (the "Merger") of MergeCo with and into the Company whereby the Company will become the wholly-owned subsidiary of Holdings. 7 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to shares of the Common Stock. The Company's filings with Commission state that the Company's principal executive offices are located at 4400 MacArthur Blvd., Suite 800, Newport Beach, CA 92660. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being jointly filed by J.W. Childs, Halifax, Holdings and MergeCo, which are hereinafter collectively referred to as the "Reporting Persons". The Reporting Persons have entered into a Joint Filing Agreement, dated July 9, 2001, a copy of which is filed with this Statement as Exhibit 1 (which is hereby incorporated by reference herein), pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons and certain officers of the Company may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Exchange Act as a result of certain transactions described in Item 4 below. Each of the Reporting Persons expressly declares that the filing of this Statement shall not be construed as an admission by it, for purposes of the Exchange Act, that it has formed a group or that it is the beneficial owner of, or that it has any shared voting or dispositive power over any shares of Common Stock. (a) and (b) The following information is given with respect to each of the Reporting Persons: J.W. Childs is a limited partnership formed under the laws of the State of Delaware with its principal office located at One Federal Street, Boston, Massachusetts 02110. It is a private investment firm, principally engaged in the business of investing and managing its investments. Halifax is a limited partnership formed under the laws of the State of Delaware with its principal offices located at 1133 Connecticut Ave, N.W., Suite 700, Washington, D.C. 20036 and 201 Main Street, Suite 2420, Fort Worth, Texas 76102 and other offices located in Los Angeles, California and Raleigh, North Carolina. It is a private investment firm, principally engaged in the business of investing and managing its investments. Holdings is a Delaware corporation with its principal office located at One Federal Street, 21st Floor, Boston, Massachusetts 02110. It is a corporation organized on June 13, 2001 for the purpose of holding MergeCo and effecting the transactions described in Item 4 below. Holdings has not engaged in any activities other than in connection with such transactions. J.W. Childs owns approximately 80% of the capital stock of Holdings and Halifax owns approximately 20% of the capital stock of Holdings. MergeCo is a Delaware corporation with its principal office located at One Federal Street, 21st Floor, Boston, Massachusetts 02110. It is a wholly owned subsidiary of Holdings. MergeCo was incorporated on June 8 13, 2001 solely for the purpose of effecting the transactions described in Item 4 below and has not engaged in any activities other than in connection with such transactions. (c) The information required by this Item 2(c) and Instruction C to Schedule 13D concerning the Reporting Persons and other persons and entities is set forth on Schedule A hereto which is hereby incorporated by reference herein. (d) and (e) During the last five years, the Reporting Persons have not, nor, to their knowledge, have any of the persons named in Schedule A hereto been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Persons have not, nor, to their knowledge, have any of the persons named in Schedule A hereto, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The information required by this Item 2(f) and Instruction C to Schedule 13D concerning the Reporting Persons and other persons and entities is set forth on Schedule A hereto which is hereby incorporated by reference herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Voting Agreements have been entered into to secure the support of the beneficial owners of the Subject Shares for the proposed Merger pursuant to the Merger Agreement. As of the date of this Statement, the Reporting Persons, and other persons and entities set forth on Schedule A hereto, have not paid any funds or other consideration relating to the "beneficial ownership" of Common Stock reported herein. ITEM 4. PURPOSES OF TRANSACTION. The purpose of the Voting Agreements is to secure the support of the beneficial owners of the Subject Shares for the proposed Merger pursuant to the Merger Agreement. Under the terms of the Voting Agreements, each of GE, GE Fund and Carlyle agreed (i) to elect to convert all of the Series B Preferred Stock and Series C Preferred Stock that it owns into shares of Series D Preferred Stock pursuant to the terms thereof and prior to the record date for the meeting of stockholders of the Company called to vote upon the approval of the Merger and the adoption of the Merger Agreement, (ii) to consent to the cancellation of any warrants held by it for consideration in accordance with the Merger Agreement, (iii) to vote in favor of the Merger and the adoption of the Merger Agreement and (iv) to convert all of the aforementioned shares of Series D Preferred Stock into shares of Common Stock immediately prior to the effective time of the Merger. 9 Each of GE, GE Fund and Carlyle has also agreed to grant an irrevocable proxy to Holdings and to appoint Holdings as its attorney-in-fact to vote its Series D Preferred Stock in favor of the Merger and the adoption of the Merger Agreement. In addition, each of GE, GE Fund and Carlyle agreed not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of the equity securities of the Company owned by it, (ii) enter into any voting arrangement or understanding other than the Voting Agreements, or (iii) take any action that could make any of its representations or warranties in the Voting Agreements untrue or incorrect or could have the effect of preventing or disabling each of GE, GE Fund and Carlyle from performing any of its obligations under the Voting Agreements. Moreover, each of GE, GE Fund and Carlyle agreed not to (i) solicit, initiate or encourage or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may be reasonably expected to lead to, any Takeover Proposal (as defined in the Merger Agreement), or (ii) participate in any discussions or negotiations regarding any Takeover Proposal. The Voting Agreements terminate upon the earlier of (i) the consummation of the Merger and (ii) the termination of the Merger Agreement. Pursuant to the Merger Agreement and subject to the conditions set forth therein (including approval by stockholders of the Company), at the effective time of the Merger (the "Effective Time"), (i) MergeCo will be merged with and into the Company and the Company will become the wholly-owned subsidiary of Holdings, (ii) except for shares of Common Stock as to which dissenters' rights are perfected or which are owned by the Company, Holdings, MergeCo or any direct or indirect wholly owned subsidiary of the Company, Holdings or MergeCo and subject to customary anti-dilution adjustments, each share of Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled, retired and converted into a right to receive $18.00 per share, in cash and without interest, and (iii) each outstanding warrant and option to purchase Common Stock shall be canceled and retired and each holder of any such warrant or option, whether or not such warrant or option is then exercisable, shall be entitled to receive the Warrant Consideration or Option Consideration (as such terms are defined in the Merger Agreement), as applicable. Upon consummation of the Merger, the registration of the Common Stock under the Act will be terminated, and the Common Stock will cease to be reported on The Nasdaq Stock Market, Inc. The foregoing summaries of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreements, copies of which are filed with this Statement or incorporated by reference as Exhibits 2, 3, 4 and 5, respectively, to this Statement. Other than as set forth above, none of the Reporting Persons, and other persons and entities set forth on Schedule A hereto, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The following information is given with respect to the Reporting Persons: 10 (a) Based on the representations of the Company in the Merger Agreement and of each of GE, GE Fund and Carlyle in the respective Voting Agreement, by virtue of the execution of the Voting Agreements, the Reporting Persons may be deemed the beneficial owner of 6,322,746.6 shares of Common Stock, which constitutes approximately 67.74% of the 9,334,402.6 shares of Common Stock outstanding, on an as converted basis. Additionally, the Reporting Persons may be deemed the beneficial owner of 10,000 shares of Common Stock owned by David W. Dupree, a Managing Director of Halifax, which represents 0.1071% of the Common Stock outstanding, on an as converted basis. The Reporting Persons hereby disclaim beneficial ownership of any shares of the Common Stock, and the filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any such shares of Common Stock. (b) The Reporting Persons may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of all of the shares of Common Stock identified in paragraph (a) above. (c) Except as described above, the Reporting Persons do not, nor to their knowledge, do any of the persons named in Schedule A hereto beneficially own any shares of Common Stock or have effected any purchase or sale transaction in shares of Common Stock in the 60-day period preceding the date of this Statement. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Dupree is a former Managing Director and Partner of Carlyle and has continuing economic interest in certain investments of Carlyle including Carlyle's investment in the Common Stock of the Company. Mr. Dupree hereby disclaims beneficial ownership of any Common Stock beneficially owned by Carlyle. To the knowledge of the Reporting Persons, except as set forth in this Statement or in the Exhibits filed herewith or incorporated by reference, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of their members, directors or executive officers have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or losses or the giving or withholding of proxies. 11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement Regarding Joint Filing of Schedule 13D dated July 9, 2001 by and between J.W. Childs, Halifax, InSight Health Services Holdings Corp. and JWCH Merger Corp. 2. Agreement and Plan of Merger dated as of June 29, 2001 by and among InSight Health Services Holdings Corp., JWCH Merger Corp. and InSight Health Services Corp. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on July 2, 2001). 3. Voting Agreement dated June 29, 2001 among InSight Health Services Holdings Corp., JWCH Merger Corp. and General Electric Company. 4. Voting Agreement dated June 29, 2001 among InSight Health Services Holdings Corp., JWCH Merger Corp. and GE Fund. 5. Voting Agreement dated June 29, 2001 among InSight Health Services Holdings Corp., JWCH Merger Corp. and Carlyle Partners II, L.P., a Delaware limited partnership, Carlyle Partners III, L.P., a Delaware limited partnership, Carlyle International Partners II, L.P., a Cayman Islands exempted limited partnership, Carlyle International Partners III, L.P., a Cayman Islands exempted limited partnership, C/S International Partners, a Cayman Islands general partnership, State Board of Administration of Florida, Carlyle Investment Group, L.P., a Delaware limited partnership, Carlyle-InSight International Partners, L.P., a Cayman Islands exempted limited partnership, Carlyle-InSight Partners, L.P., a Delaware limited partnership and TC Group, L.L.C., a Delaware limited liability company. 6. Press release dated July 1, 2001 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Commission on July 2, 2001). 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, J.W. Childs Equity Partners II, L.P., Halifax Capital Partners, L.P., InSight Health Services Holdings Corp. and JWCH Merger Corp. certify that the information set forth in this statement is true, complete and correct. Dated: July 9, 2001 J.W. CHILDS EQUITY PARTNERS II, L.P. By: J.W. Childs Advisors II, L.P., its general partner By: J.W. Childs Associates, L.P., its general partner By: J.W. Childs Associates, Inc., its general partner By: /s/ Edward D. Yun ---------------------------------------- Name: Edward D. Yun Title: Vice President HALIFAX CAPITAL PARTNERS, L.P. By: Halifax Genpar, L.P. By: The Halifax Group, L.L.C. By: /s/ David W. Dupree ---------------------------------------- Name: David W. Dupree Title: Managing Partner INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Mark J. Tricolli ---------------------------------------- Name: Mark J. Tricolli Title: Vice President JWCH MERGER CORP. By: /s/ Mark J. Tricolli ---------------------------------------- Name: Mark J. Tricolli Title: Vice President 13 Schedule A I. J.W. Childs Equity Partners II, L.P. The general partner of J.W. Childs Equity Partners II, L.P. is J.W. Childs Advisors II, L.P., a Delaware limited partnership. The general partner of J.W. Childs Advisors II, L.P. is J.W. Childs Associates, L.P., a Delaware limited partnership. The general partner of J.W. Childs Associates, L.P. is J.W. Childs Associates, Inc., a Delaware corporation. Each of J.W. Childs Advisors II, L.P., J.W. Childs Associates, L.P. and J.W. Childs Associates, Inc. is principally engaged in the business of investing and managing the investments, in a general partner capacity, of J.W. Childs Equity Partners II, L.P., and each has its principal business and principal office located at One Federal Street, 21st Floor, Boston, Massachusetts 02110. The directors and executive officers of J.W. Childs Associates, Inc. are as follows: Director John W. Childs Sole Director Executive Officers John W. Childs President and Treasurer Steven G. Segal Secretary and Vice President Adam L. Suttin Assistant Secretary and Vice President Glenn A. Hopkins Vice President Edward D. Yun Vice President Dana L. Schmaltz Vice President Chris Cabot Assistant Clerk Each of the above-named directors and executive officers of J.W. Childs Associates, Inc. is a United States citizen and is employed by J.W. Childs Associates, L.P. The business address of each of such persons is c/o J.W. Childs Associates, L.P., One Federal Street, 21st Floor, Boston, Massachusetts 02110. II. Halifax Capital Partners, L.P. The general partner of Halifax Capital Partners, L.P. is Halifax Genpar, L.P., a Delaware limited partnership. The general partner of Halifax Genpar, L.P. is The Halifax Group, L.L.C., a Delaware limited liability company. The Halifax Group, L.L.C. is principally engaged in the business of investing and 14 managing the investments, in a general partner capacity, of Halifax Capital Partners, L.P., and each has principal business offices located at 1133 Connecticut Avenue, N.W., Suite 700, Washington, D.C. 20036 and 201 Main Street, Suite 2420, Forth Worth, Texas 76102 and other offices in Los Angeles, California and Raleigh, North Carolina. The directors and executive officers of The Halifax Group, L.L.C. are as follows: Directors - --------- William L. Rogers David W. Dupree Billie J. Ellis, Jr. David Bonderman Thomas J. Barrack Executive Officers - ------------------ William L. Rogers Executive Vice President David W. Dupree Executive Vice President Billie J. Ellis, Jr. Executive Vice President Kenneth M. Doyle Vice President Brent D. Williams Vice President III. The directors and executive officers of InSight Health Services Holdings Corp. are as follows: Directors - ---------- Edward D. Yun Mark J. Tricolli Kenneth M. Doyle Executive Officers - ------------------- Edward D. Yun President Mark J. Tricolli Vice President and Secretary Kenneth M. Doyle Vice President Allan Dowds Vice President, Treasurer and Assistant Secretary Edward D. Yun, Mark J. Tricolli and Allan Dowds are United States citizens and are employed by J.W. Childs Associates, L.P. The business address of each such person is c/o J.W. Childs Associates, L.P., One Federal Street, 21st Floor, Boston, Massachusetts 02110. 15 Kenneth M. Doyle is a United States citizen and is employed by The Halifax Group, L.L.C. Mr. Doyle's business address is c/o The Halifax Group, L.L.C., 1133 Connecticut Avenue, N.W., Suite 700, Washington, D.C. 20036 IV. JWCH Merger Corp. The directors and executive officers of JWC Merger Corp. are as follows: Directors - ---------- Edward D. Yun Mark J. Tricolli Kenneth M. Doyle Executive Officers - ------------------- Edward D. Yun President Mark J. Tricolli Vice President and Secretary Kenneth M. Doyle Vice President Allan Dowds Vice President, Treasurer and Assistant Secretary Edward D. Yun, Mark J. Tricolli and Allan Dowds are United States citizens and are employed by J.W. Childs Associates, L.P. The business address of each such person is c/o J.W. Childs Associates, L.P., One Federal Street, 21st Floor, Boston, Massachusetts 02110. Kenneth M. Doyle is a United States citizen and is employed by The Halifax Group, L.L.C. Mr. Doyle's business address is c/o The Halifax Group, L.L.C., 1133 Connecticut Avenue, N.W., Suite 700, Washington, D.C. 20036 EX-99.1 2 y51270ex99-1.txt AGREEMENT RE: JOINT FILING OF SCHEDULE 13D 1 Exhibit 1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of InSight Health Services Corp., and further agree that this Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. 2 In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 9th day of July, 2001. J.W. CHILDS EQUITY PARTNERS II, L.P. By: J.W. Childs Advisors II, L.P., its general partner By: J.W. Childs Associates, L.P., its general partner By: J.W. Childs Associates, Inc., its general partner By: /s/ Edward D. Yun ---------------------------------------- Name: Edward D. Yun Title: Vice President HALIFAX CAPITAL PARTNERS, L.P. By: Halifax Genpar, L.P. By: The Halifax Group, L.L.C. By: /s/ David W. Dupree ---------------------------------------- Name: David W. Dupree Title: Managing Partner INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Mark J. Tricolli ---------------------------------------- Name: Mark J. Tricolli Title: Vice President JWCH MERGER CORP. By: /s/ Mark J. Tricolli ---------------------------------------- Name: Mark J. Tricolli Title: Vice President EX-99.3 3 y51270ex99-3.txt VOTING AGREEMENT 1 EXECUTION COPY VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") dated as of June 29, 2001, among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation ("Parent"), JWCH MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition") and GENERAL ELECTRIC COMPANY, a New York corporation (the "Stockholder"). WHEREAS, Parent, Acquisition and InSight Health Services Corp., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), whereby Acquisition will merge with and into the Company and the Company shall become the wholly-owned subsidiary of Parent (the "Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Stockholder beneficially owns (i) 17,005 shares of convertible preferred stock, Series C of the Company, par value $0.001 per share (the "Series C Preferred Stock"), convertible in the aggregate into 203,044.8 shares of convertible preferred stock, Series D of the Company, par value $0.001 per share (the "Series D Preferred Stock"), (ii) Warrants to purchase up to 265,000 shares of Company Common Stock at an exercise price of $10.00 per share and (iii) Warrants to purchase up to 5,000 shares of Company Common Stock at an exercise price of $8.875 per share; WHEREAS, pursuant to this Agreement the Stockholder agrees to (i) elect to convert all of the Series C Preferred Stock that it owns into 203,044.8 shares of Series D Preferred Stock pursuant to the terms thereof prior to the record date for the Approval Events (as defined below), (ii) consent to the cancellation of the Warrants by virtue of the Merger in consideration of the Warrant Consideration pursuant to the Merger Agreement, (iii) vote in favor of the Merger and the adoption by the Company of the Merger Agreement, and (iv) convert all of the aforementioned 203,044.8 shares of Series D Preferred Stock into shares of Company Common Stock prior to the Closing; and WHEREAS, as a condition to and in consideration of the willingness of Parent and Acquisition to enter into the Merger Agreement, the Stockholder has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 2 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Acquisition as follows: (a) Authority: No Conflicts. The Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). No filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by and on behalf of the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by and on behalf of the Stockholder, the consummation of the transactions contemplated hereby and compliance with the terms hereof by the Stockholder will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Stockholder's certificate of incorporation or bylaws or organizational documents, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets. (b) The Subject Shares. The Stockholder is the beneficial owner of the Series C Preferred Stock and the Warrants (collectively, the "Subject Shares"; provided that the Subject Shares shall also include any and all securities issuable in respect of the Series C Preferred Stock, the Series D Preferred Stock or the Warrants upon conversion or exercise thereof, as applicable) and has, and throughout the term of this Agreement will have, good and marketable title to the Subject Shares free and clear of all Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares. The Stockholder has the sole right and power to vote (other than the Warrants) and dispose of the Subject Shares, and none of the Subject Shares is subject to any irrevocable proxy, power of attorney, voting trust or other agreement, arrangement or restriction with respect to the voting or transfer (other than the provisions of the Securities Act or state securities laws) of any of the Subject Shares, except as set forth in the Securities Purchase Agreement, dated as of October 14, 1997, by and between the Company and the Stockholder, including, with limitation, the restrictions set forth in Section 6.14 thereof, and as contemplated by this Agreement. 2. Representations and Warranties of Parent and Acquisition. Parent and Acquisition hereby represent and warrant to the Stockholder that each is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has -2- 3 the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Parent and Acquisition will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition, as the case may be, or to Parent's or Acquisition's, property or assets, as the case may be. 3. Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 8 hereof, the Stockholder agrees as follows: (a) Voting of Subject Shares. At any meeting of stockholders of the Company called to vote upon the approval of the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger, the Merger Agreement and the transactions contemplated therein is sought (the "Approval Events"), the Stockholder shall vote all of the Subject Shares (other than the Warrants) at the time of such meeting or adjournment in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) Irrevocable Proxy. The Stockholder hereby grants to and appoints Parent (and each officer of Parent designated by Parent) its proxy and attorney-in-fact (with full power of substitution) to vote all of the Subject Shares as indicated in Section 3(a) above. The Stockholder agrees that this proxy shall be irrevocable during the term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable power and given to Parent as an inducement to enter into the Merger Agreement; provided that Parent may at any time name any other Person as its substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters covered herein. Stockholder agrees to take such further action or execute such other instruments as may be reasonably requested by Parent or Acquisition to effectuate the -3- 4 intent of this paragraph (b). The Stockholder hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. (c) Transfer Restrictions. The Stockholder agrees not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument or to any beneficiaries of the Stockholder (collectively, "Transfer")), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares other than pursuant to the terms of this Agreement and the Merger Agreement, (ii) enter into any voting arrangement or understanding other than this Agreement with respect to the Subject Shares, whether by proxy, voting agreement or otherwise, or (iii) take any action that could make any of its representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholder from performing any of its obligations hereunder. The Stockholder further agrees to take in a timely manner any and all actions (including, without limitation, delivering the certificates evidencing the Subject Shares to the Company) reasonably necessary for the Company to affix a legend on the certificates evidencing the Subject Shares stating that the Subject Shares are subject to this Agreement. (d) Appraisal Rights. The Stockholder hereby irrevocably waives any and all rights which it may have as to appraisal, dissent or any similar or related matter with respect to the Merger under Section 262 of the General Corporation Law of the State of Delaware or otherwise. (e) No Solicitation. The Stockholder shall not, and shall use its reasonable best efforts to cause its directors, officers, employees, attorneys, accountants or financial advisors or other representatives ("Representatives") retained by it not to, directly or indirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided that the foregoing shall not limit or prohibit any Representative of the Stockholder who is a director of the Company from exercising his or her fiduciary duty solely as a director of the Company in a manner consistent with the terms and conditions set forth in the Merger Agreement. 4. Conversion or Exercise of Subject Shares. In connection with the Merger and the Merger Agreement, the Stockholder hereby (i) agrees to deliver a Type B Conversion Notice (as defined in the Certificate of Designation with respect to the Series C Preferred Stock) electing to (subject to the delivery of a Type B Conversion Notice with respect to the Series B Preferred Stock) convert all of the Series C Preferred Stock that it owns into 203,044.8 shares of the Series D Preferred Stock pursuant to the terms thereof prior to the record date established by the Company in connection with the Approval Event which would permit such Stockholder to vote all of such shares held by such Stockholder after such conversion, irrespective of any voting limitations, in favor of the Merger, the Merger Agreement and the transactions contemplated -4- 5 therein, and (ii) subject to the consummation of the Merger, consents to the cancellation of the Warrants in exchange for the Warrant Consideration. 5. Conversion of Series D Preferred Stock. Immediately prior to the Effective Time, the Stockholder hereby agrees to convert all of the shares of Series D Preferred Stock then owned by it into shares of Company Common Stock. 6. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Subject Shares or (ii) the Stockholder becomes the record or beneficial owner of any additional shares of the capital stock of the Company or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 3(a), then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the record or beneficial owner thereof, as described in clause (ii), as though they were Subject Shares hereunder. The Stockholder hereby agrees to promptly notify Parent of the number of any additional shares of capital stock or other voting securities of the Company acquired, of record or beneficially, by the Stockholder, if any, after the date hereof and prior to the termination of this Agreement pursuant to Section 8 hereof. 7. Officers and Directors. Notwithstanding anything contained to the contrary in this Agreement, in the event a Representative is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Representative, solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Representative who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Representative solely in such Person's capacity as a director or officer of the Company. 8. Termination. Except as set forth in the next sentence, this Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further effect immediately following the earliest to occur of (x) the Effective Time or (y) the termination of the Merger Agreement. Nothing in this Section 8 shall relieve any party of liability for breach of this Agreement. 9. Contents of Agreement; Parties in Interest, etc. This Agreement and the agreements referred to or contemplated herein set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby, and, except as set forth in this Agreement and such other agreements, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement. Any and all previous agreements and understandings between or among the parties -5- 6 regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein. 10. Assignment and Binding Effect. Neither this Agreement nor the rights and obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided, that Parent and/or Acquisition may assign its rights and obligations under this Agreement to any directly or indirectly wholly-owned Subsidiary of Parent, upon written notice to the Stockholder if the assignee shall assume the obligations of Parent and/or Acquisition hereunder. Subject to the foregoing, all the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 11. Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to the party personally or sent to the party by facsimile transmission (promptly followed by a hard copy delivered in accordance with this Section 11 or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: If to Parent or Acquisition: c/o J.W. Childs Associates, L.P. One Federal Street, 21st Floor Boston, MA 02110 Attention: Edward D. Yun Facsimile No.: (617) 753-1101 and c/o The Halifax Group, L.L.C. 1133 Connecticut Avenue, N.W. Suite 700 Washington, D.C. 20036 Attention: David W. Dupree Facsimile No.: (202) 296-7133 with a copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attention: Stephen C. Koval, Esq. Facsimile No.: (212) 836-8689 -6- 7 If to the Stockholder: General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attn: Jerome C. Marcus Facsimile: 203-357-6527 with a copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Attn: Linda Curtis, Esq. Facsimile: 213-229-6582 or to such other address or Person as any party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed. 12. Amendment. This Agreement may not be amended except by an instrument in writing signed by all of the parties hereto. 13. Extensions; Waiver. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 14. Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. 15. No Benefit to Others. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto, and their respective successors and assigns, and they shall not be construed as conferring, and are not intended to confer, any rights on any other Person. -7- 8 16. Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the fullest extent permitted by applicable law. 17. Section Headings. All section headings are for convenience only and shall in no way modify or restrict any of the terms or provisions hereof. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and the Stockholder, Acquisition and Parent may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. [Signature Page Follows] -8- 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: President JWCH MERGER CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: Presdient 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. GENERAL ELECTRIC COMPANY By: /s/ Jerome C. Marcus --------------------------- Name: Jerome C. Marcus Title: Attorney-In-Fact EX-99.4 4 y51270ex99-4.txt VOTING AGREEMENT 1 EXECUTION COPY VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") dated as of June 29, 2001, among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation ("Parent"), JWCH MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition") and GE FUND, a New York corporation (the "Stockholder"). WHEREAS, Parent, Acquisition and InSight Health Services Corp., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), whereby Acquisition will merge with and into the Company and the Company shall become the wholly-owned subsidiary of Parent (the "Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Stockholder beneficially owns 10,948 shares of convertible preferred stock, Series C of the Company, par value $0.001 per share (the "Series C Preferred Stock"), convertible in the aggregate into 130,722.4 shares of convertible preferred stock, Series D of the Company, par value $0.001 per share (the "Series D Preferred Stock"); WHEREAS, pursuant to this Agreement the Stockholder agrees to (i) elect to convert all of the Series C Preferred Stock that it owns into 130,722.4 shares of Series D Preferred Stock pursuant to the terms thereof prior to the record date for the Approval Events (as defined below), (ii) vote in favor of the Merger and the adoption by the Company of the Merger Agreement, and (iii) convert all of the aforementioned 130,722.4 shares of Series D Preferred Stock into shares of Company Common Stock prior to the Closing; and WHEREAS, as a condition to and in consideration of the willingness of Parent and Acquisition to enter into the Merger Agreement, the Stockholder has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Acquisition as follows: (a) Authority: No Conflicts. The Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance 2 with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). No filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by and on behalf of the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by and on behalf of the Stockholder, the consummation of the transactions contemplated hereby and compliance with the terms hereof by the Stockholder will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Stockholder's certificate of incorporation or bylaws or organizational documents, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets. (b) The Subject Shares. The Stockholder is the beneficial owner of the Series C Preferred Stock (the "Subject Shares"; provided that the Subject Shares shall also include any and all securities issuable in respect of the Series C Preferred Stock or Series D Preferred Stock upon conversion thereof, as applicable) and has, and throughout the term of this Agreement will have, good and marketable title to the Subject Shares free and clear of all Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares. The Stockholder has the sole right and power to vote and dispose of the Subject Shares, and none of the Subject Shares is subject to any irrevocable proxy, power of attorney, voting trust or other agreement, arrangement or restriction with respect to the voting or transfer (other than the provisions of the Securities Act or state securities laws) of any of the Subject Shares, except as contemplated by this Agreement. 2. Representations and Warranties of Parent and Acquisition. Parent and Acquisition hereby represent and warrant to the Stockholder that each is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated -2- 3 hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Parent and Acquisition will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition, as the case may be, or to Parent's or Acquisition's, property or assets, as the case may be. 3. Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 8 hereof, the Stockholder agrees as follows: (a) Voting of Subject Shares. At any meeting of stockholders of the Company called to vote upon the approval of the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger, the Merger Agreement and the transactions contemplated therein is sought (the "Approval Events"), the Stockholder shall vote all of the Subject Shares at the time of such meeting or adjournment in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) Irrevocable Proxy. The Stockholder hereby grants to and appoints Parent (and each officer of Parent designated by Parent) its proxy and attorney-in-fact (with full power of substitution) to vote all of the Subject Shares as indicated in Section 3(a) above. The Stockholder agrees that this proxy shall be irrevocable during the term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable power and given to Parent as an inducement to enter into the Merger Agreement; provided that Parent may at any time name any other Person as its substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters covered herein. Stockholder agrees to take such further action or execute such other instruments as may be reasonably requested by Parent or Acquisition to effectuate the intent of this paragraph (b). The Stockholder hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. (c) Transfer Restrictions. The Stockholder agrees not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument or to any beneficiaries of the Stockholder (collectively, "Transfer")), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares other than pursuant to the terms of this Agreement and the Merger Agreement, (ii) enter into any voting arrangement or understanding other than this Agreement with respect to the Subject Shares, whether by proxy, voting agreement or otherwise, or (iii) take any action that could make any of its representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholder from performing any -3- 4 of its obligations hereunder. The Stockholder further agrees to take in a timely manner any and all actions (including, without limitation, delivering the certificates evidencing the Subject Shares to the Company) reasonably necessary for the Company to affix a legend on the certificates evidencing the Subject Shares stating that the Subject Shares are subject to this Agreement. (d) Appraisal Rights. The Stockholder hereby irrevocably waives any and all rights which it may have as to appraisal, dissent or any similar or related matter with respect to the Merger under Section 262 of the General Corporation Law of the State of Delaware or otherwise. (e) No Solicitation. The Stockholder shall not, and shall use its reasonable best efforts to cause its directors, officers, employees, attorneys, accountants or financial advisors or other representatives ("Representatives") retained by it not to, directly or indirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided that the foregoing shall not limit or prohibit any Representative of the Stockholder who is a director of the Company from exercising his or her fiduciary duty solely as a director of the Company in a manner consistent with the terms and conditions set forth in the Merger Agreement. 4. Conversion of Subject Shares. In connection with the Merger and the Merger Agreement, the Stockholder hereby agrees to deliver a Type B Conversion Notice (as defined in the Certificate of Designation with respect to the Series C Preferred Stock) electing to (subject to the delivery of a Type B Conversion Notice with respect to the Series B Preferred Stock) convert all of the Series C Preferred Stock that it owns into 130,722.4 shares of the Series D Preferred Stock pursuant to the terms thereof prior to the record date established by the Company in connection with the Approval Event which would permit such Stockholder to vote all of such shares held by such Stockholder after such conversion, irrespective of any voting limitations, in favor of the Merger, the Merger Agreement and the transactions contemplated therein. 5. Conversion of Series D Preferred Stock. Immediately prior to the Effective Time, the Stockholder hereby agrees to convert all of the shares of Series D Preferred Stock then owned by it into shares of Company Common Stock. 6. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Subject Shares or (ii) the Stockholder becomes the record or beneficial owner of any additional shares of the capital stock of the Company or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 3(a), then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by -4- 5 the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the record or beneficial owner thereof, as described in clause (ii), as though they were Subject Shares hereunder. The Stockholder hereby agrees to promptly notify Parent of the number of any additional shares of capital stock or other voting securities of the Company acquired, of record or beneficially, by the Stockholder, if any, after the date hereof and prior to the termination of this Agreement pursuant to Section 8 hereof. 7. Officers and Directors. Notwithstanding anything contained to the contrary in this Agreement, in the event a Representative is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to, require such Representative, solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Representative who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Representative solely in such Person's capacity as a director or officer of the Company. 8. Termination. Except as set forth in the next sentence, this Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further effect immediately following the earliest to occur of (x) the Effective Time or (y) the termination of the Merger Agreement. Nothing in this Section 8 shall relieve any party of liability for breach of this Agreement. 9. Contents of Agreement; Parties in Interest, etc. This Agreement and the agreements referred to or contemplated herein set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby, and, except as set forth in this Agreement and such other agreements, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein. 10. Assignment and Binding Effect. Neither this Agreement nor the rights and obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided, that Parent and/or Acquisition may assign its rights and obligations under this Agreement to any directly or indirectly wholly-owned Subsidiary of Parent, upon written notice to the Stockholder if the assignee shall assume the obligations of Parent and/or Acquisition hereunder. Subject to the foregoing, all the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 11. Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in -5- 6 writing and shall be deemed given only if delivered to the party personally or sent to the party by facsimile transmission (promptly followed by a hard copy delivered in accordance with this Section 11 or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: If to Parent or Acquisition: c/o J.W. Childs Associates, L.P. One Federal Street, 21st Floor Boston, MA 02110 Attention: Edward D. Yun Facsimile No.: (617) 753-1101 and c/o The Halifax Group, L.L.C. 1133 Connecticut Avenue, N.W. Suite 700 Washington, D.C. 20036 Attention: David W. Dupree Facsimile No.: (202) 296-7133 with a copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attention: Stephen C. Koval, Esq. Facsimile No.: (212) 836-8689 If to the Stockholder: GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attn: Jerome C. Marcus Facsimile: 203-357-6527 with a copy to: -6- 7 GE Fund c/o General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attn: Eliza W. Fraser Facsimile: 203-373-3079 and Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Attn: Linda Curtis, Esq. Facsimile: 213-229-6582 or to such other address or Person as any party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed. 12. Amendment. This Agreement may not be amended except by an instrument in writing signed by all of the parties hereto. 13. Extensions; Waiver. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 14. Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. 15. No Benefit to Others. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto, and their respective successors and assigns, and they shall not be construed as conferring, and are not intended to confer, any rights on any other Person. 16. Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public -7- 8 policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the fullest extent permitted by applicable law. 17. Section Headings. All section headings are for convenience only and shall in no way modify or restrict any of the terms or provisions hereof. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and the Stockholder, Acquisition and Parent may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. [Signature Page Follows] -8- 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: President JWCH MERGER CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: President 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. GE FUND By: /s/ Jerome C. Marcus --------------------------- Name: Jerome C. Marcus Title: Attorney-In-Fact EX-99.5 5 y51270ex99-5.txt VOTING AGREEMENT 1 EXECUTION COPY VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") dated as of June 29, 2001, among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation ("Parent"), JWCH MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition"), CARLYLE PARTNERS II, L.P., a Delaware limited partnership, CARLYLE PARTNERS III, L.P., a Delaware limited partnership, CARLYLE INTERNATIONAL PARTNERS II, L.P., a Cayman Islands exempted limited partnership, CARLYLE INTERNATIONAL PARTNERS III, L.P., a Cayman Islands exempted limited partnership, C/S INTERNATIONAL PARTNERS, a Cayman Islands general partnership, STATE BOARD OF ADMINISTRATION OF FLORIDA, CARLYLE INVESTMENT GROUP, L.P., a Delaware limited partnership, CARLYLE-INSIGHT INTERNATIONAL PARTNERS, L.P., a Cayman Islands exempted limited partnership, CARLYLE-INSIGHT PARTNERS, L.P., a Delaware limited partnership and TC GROUP, L.L.C., a Delaware limited liability company (each a "Stockholder", and collectively, the "Stockholders"). WHEREAS, Parent, Acquisition and InSight Health Services Corp., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), whereby Acquisition will merge with and into the Company and the Company shall become the wholly-owned subsidiary of Parent (the "Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Stockholders beneficially own (i) 25,000 shares of convertible preferred stock, Series B of the Company, par value $0.001 per share (the "Series B Preferred Stock"), convertible in the aggregate into 298,507.46 shares of convertible preferred stock, Series D of the Company, par value $0.001 per share (the "Series D Preferred Stock"), (ii) Warrants to purchase up to 250,000 shares of Company Common Stock at an exercise price of $10.00 per share, (iii) Warrants to purchase up to 30,000 shares of Company Common Stock at an exercise price of $7.25 per share and (iv) Warrants to purchase up to 10,000 shares of Company Common Stock at an exercise price of $7.50 per share; WHEREAS, pursuant to this Agreement the Stockholders agree to (i) elect to convert all of the Series B Preferred Stock that they own into 298,507.46 shares of Series D Preferred Stock pursuant to the terms thereof prior to the record date for the Approval Events (as defined below), (ii) consent to the cancellation of the Warrants by virtue of the Merger in consideration of the Warrant Consideration pursuant to the Merger Agreement, (iii) vote in favor of the Merger and the adoption by the Company of the Merger Agreement, and (iv) convert all of the aforementioned 298,507.46 shares of Series D Preferred Stock into shares of Company Common Stock prior to the Closing; and 2 WHEREAS, as a condition to and in consideration of the willingness of Parent and Acquisition to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Acquisition as follows: (a) Authority: No Conflicts. Each of the Stockholders is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of organization and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of the Stockholders and constitutes a legal, valid and binding obligation of each of the Stockholders, enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). No filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by and on behalf of each of the Stockholders and the consummation by each of the Stockholders of the transactions contemplated hereby. None of the execution and delivery of this Agreement by and on behalf of each of the Stockholders, the consummation of the transactions contemplated hereby and compliance with the terms hereof by each of the Stockholders will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, each of the Stockholders' certificate of incorporation or bylaws or organizational documents, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to each of the Stockholders or to each of the Stockholders' property or assets. (b) The Subject Shares. The Stockholders are the beneficial owners of the Series B Preferred Stock and the Warrants (collectively, the "Subject Shares"; provided that the Subject Shares shall also include any and all securities issuable in respect of the Series B Preferred Stock, the Series D Preferred Stock or the Warrants upon conversion or exercise thereof, as applicable) and have, and throughout the term of this Agreement will have, good and marketable title to the Subject Shares free and clear of all Liens. The Stockholders do not own, of record or beneficially, any shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares. The Stockholders have the sole right and power to vote (other than the Warrants) and dispose of the Subject Shares, and none of the Subject Shares is subject to any irrevocable proxy, power of -2- 3 attorney, voting trust or other agreement, arrangement or restriction with respect to the voting or transfer (other than the provisions of the Securities Act or state securities laws) of any of the Subject Shares, except as set forth in the Securities Purchase Agreement dated October 14, 1997 between the Company and the Stockholders, including, without limitation, the restrictions set forth in Section 6.14 thereof, and as contemplated by this Agreement. 2. Representations and Warranties of Parent and Acquisition. Parent and Acquisition hereby represent and warrant to the Stockholders that each is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Parent and Acquisition will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition, as the case may be, or to Parent's or Acquisition's, property or assets, as the case may be. 3. Covenants of the Stockholders. Until the termination of this Agreement in accordance with Section 8 hereof, the Stockholders agree as follows: (a) Voting of Subject Shares. At any meeting of stockholders of the Company called to vote upon the approval of the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger, the Merger Agreement and the transactions contemplated therein is sought (the "Approval Events"), the Stockholders shall vote all of the Subject Shares (other than the Warrants) at the time of such meeting or adjournment in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. -3- 4 (b) Irrevocable Proxy. The Stockholders hereby grant to and appoint Parent (and each officer of Parent designated by Parent) their proxy and attorney-in-fact (with full power of substitution) to vote all of the Subject Shares as indicated in Section 3(a) above. The Stockholders agree that this proxy shall be irrevocable during the term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable power and given to Parent as an inducement to enter into the Merger Agreement; provided that Parent may at any time name any other Person as its substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters covered herein. Stockholders agree to take such further action or execute such other instruments as may be reasonably requested by Parent or Acquisition to effectuate the intent of this paragraph (b). The Stockholders hereby revoke any proxy previously granted by the Stockholders with respect to the Subject Shares. (c) Transfer Restrictions. The Stockholders agree not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument or to any beneficiaries of the Stockholders (collectively, "Transfer")), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares other than pursuant to the terms of this Agreement and the Merger Agreement, (ii) enter into any voting arrangement or understanding other than this Agreement with respect to the Subject Shares, whether by proxy, voting agreement or otherwise, or (iii) take any action that could make any of their representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholders from performing any of their obligations hereunder. The Stockholders further agree to take in a timely manner any and all actions (including, without limitation, delivering the certificates evidencing the Subject Shares to the Company) reasonably necessary for the Company to affix a legend on the certificates evidencing the Subject Shares stating that the Subject Shares are subject to this Agreement. (d) Appraisal Rights. The Stockholders hereby irrevocably waives any and all rights which they may have as to appraisal, dissent or any similar or related matter with respect to the Merger under Section 262 of the General Corporation Law of the State of Delaware or otherwise. (e) No Solicitation. The Stockholders shall not, and shall use their reasonable best efforts to cause their directors, officers, employees, attorneys, accountants or financial advisors or other representatives ("Representatives") retained by them not to, directly or indirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided that the foregoing shall not limit or prohibit any Representative of the Stockholders who is a director -4- 5 of the Company from exercising his or her fiduciary duty solely as a director of the Company in a manner consistent with the terms and conditions set forth in the Merger Agreement. 4. Conversion or Exercise of Subject Shares. In connection with the Merger and the Merger Agreement, the Stockholders hereby (i) agree to deliver a Type B Conversion Notice (as defined in the Certificate of Designation with respect to the Series B Preferred Stock) electing to (subject to the delivery of a Type B Conversion Notice with respect to the Series B Preferred Stock) convert all of the Series B Preferred Stock that they own into 298,507.46 shares of the Series D Preferred Stock pursuant to the terms thereof prior to the record date established by the Company in connection with the Approval Event which would permit such Stockholders to vote all of such shares held by such Stockholders after such conversion, irrespective of any voting limitations, in favor of the Merger, the Merger Agreement and the transactions contemplated therein and (ii) subject to the consummation of the Merger, consents to the cancellation of the Warrants in exchange for the Warrant Consideration. 5. Conversion of Series D Preferred Stock. Immediately prior to the Effective Time, the Stockholders hereby agree to convert all of the shares of Series D Preferred Stock then owned by them into shares of Company Common Stock. 6. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Subject Shares or (ii) the Stockholders become the record or beneficial owners of any additional shares of the capital stock of the Company or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 3(a), then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by the Stockholders immediately following the effectiveness of the events described in clause (i) or the Stockholders becoming the record or beneficial owners thereof, as described in clause (ii), as though they were Subject Shares hereunder. The Stockholders hereby agree to promptly notify Parent of the number of any additional shares of capital stock or other voting securities of the Company acquired, of record or beneficially, by the Stockholders, if any, after the date hereof and prior to the termination of this Agreement pursuant to Section 8 hereof. 7. Officers and Directors. Notwithstanding anything contained to the contrary in this Agreement, in the event a Representative is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Representative, solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Representative who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Representative solely in such Person's capacity as a director or officer of the Company. -5- 6 8. Termination. Except as set forth in the next sentence, this Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further effect immediately following the earliest to occur of (x) the Effective Time or (y) the termination of the Merger Agreement. Nothing in this Section 8 shall relieve any party of liability for breach of this Agreement. 9. Contents of Agreement; Parties in Interest, etc. This Agreement and the agreements referred to or contemplated herein set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby, and, except as set forth in this Agreement and such other agreements, there are no representations or warranties, express or implied, made by any party to this Agreement with respect to the subject matter of this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the agreements referred to or contemplated herein. 10. Assignment and Binding Effect. Neither this Agreement nor the rights and obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided, that Parent and/or Acquisition may assign its rights and obligations under this Agreement to any directly or indirectly wholly-owned Subsidiary of Parent, upon written notice to the Stockholders if the assignee shall assume the obligations of Parent and/or Acquisition hereunder. Subject to the foregoing, all the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 11. Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to the party personally or sent to the party by facsimile transmission (promptly followed by a hard copy delivered in accordance with this Section 11 or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: If to Parent or Acquisition: c/o J.W. Childs Associates, L.P. One Federal Street, 21st Floor Boston, MA 02110 Attention: Edward D. Yun Facsimile No.: (617) 753-1101 and -6- 7 c/o The Halifax Group, L.L.C. 1133 Connecticut Avenue, N.W. Suite 700 Washington, D.C. 20036 Attention: David W. Dupree Facsimile No.: (202) 296-7133 with a copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attention: Stephen C. Koval, Esq. Facsimile No.: (212) 836-8689 If to the Stockholders: c/o The Carlyle Group 520 Madison Avenue, 41st Floor New York, New York 10022 Attention: W. Robert Dahl Facsimile No.: (212) 381-4900 with a copy to: Mayer, Brown & Platt 1675 Broadway New York, New York 10019 Attention: Mark S. Wojciechowski Facsimile No.: (212) 262-1910 or to such other address or Person as any party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed. 12. Amendment. This Agreement may not be amended except by an instrument in writing signed by all of the parties hereto. 13. Extensions; Waiver. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance by -7- 8 the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 14. Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. 15. No Benefit to Others. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto, and their respective successors and assigns, and they shall not be construed as conferring, and are not intended to confer, any rights on any other Person. 16. Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of the Agreement shall remain in full force and effect. Upon such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the fullest extent permitted by applicable law. 17. Section Headings. All section headings are for convenience only and shall in no way modify or restrict any of the terms or provisions hereof. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and the Stockholders, Acquisition and Parent may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. [Signature Page Follows] -8- 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: President JWCH MERGER CORP. By: /s/ Edward D. Yun --------------------------- Name: Edward D. Yun Title: President 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. CARLYLE PARTNERS II, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD CARLYLE PARTNERS III, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD CARLYLE INTERNATIONAL PARTNERS II, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD CARLYLE INTERNATIONAL PARTNERS III, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD 11 C/S INTERNATIONAL PARTNERS By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD STATE BOARD OF ADMINISTRATION OF FLORIDA separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management, L.L.C. By: Carlyle Investment Management, L.L.C., as Investment Manager By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD CARLYLE INVESTMENT GROUP, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD CARLYLE-INSIGHT INTERNATIONAL PARTNERS, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD 12 CARLYLE-INSIGHT PARTNERS, L.P. By: TC Group, L.L.C., as the General Partner By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD TC GROUP, L.L.C. By: TCG Holdings, L.L.C., as the Managing Member By: /s/ WR Dahl ---------------------------- Name: WR DAHL Title: MD -----END PRIVACY-ENHANCED MESSAGE-----