New Credit and Guaranty Agreement

On October 10, 2012, Radnet Management, Inc. (or the "Borrower"), a wholly owned subsidiary of RadNet, Inc. (or the "Company"), entered into a new Credit and Guaranty Agreement (the "New Credit Agreement"), among the Borrower, the Company, other credit parties as identified, certain lenders, Barclays Bank PLC ("Barclays"), GE Capital Markets, Inc., RBC Capital Markets ("RBCCM") and Deutsche Bank Securities Inc. ("DBSI") as joint bookrunners and joint lead arrangers, General Electric Capital Corporation, as syndication agent, RBCCM and DBSI, as co-documentation agents, and Barclays, as administrative agent (the "Administrative Agent") and as collateral agent (the "Collateral Agent"). The New Credit Agreement provides for new credit facilities with total commitments in an aggregate principal amount of $451,250,000 (the "New Credit Facilities"), consisting of $350,000,000 aggregate principal amount of tranche B term loans (the "Tranche B Term Loans") and $101,250,000 aggregate principal amount of revolving commitments (the "Revolving Commitments"). Extensions of credit under the New Credit Agreement may be made as term loans, revolving loans, swing line loans or letters of credit.

The termination date of the Revolving Commitments shall be on the earliest to occur of (i) the fifth anniversary of the closing date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) of the New Credit Agreement, (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.01 of the New Credit Agreement and
(iv) October 1, 2017 if the Company's 10?% senior notes due 2018 have not been refinanced by such date. The termination date of the Tranche B Term Loans shall be on the earliest to occur of (i) the sixth anniversary of the closing date,
(ii) the date on which all Tranche B Term Loans shall become due and payable in full under the New Credit Agreement, whether by acceleration or otherwise and
(iii) October 1, 2017 if the Company's 10-3/8% senior notes due 2018 have not been refinanced by such date. The New Credit Facilities are intended to repay existing indebtedness, pay expenses related thereto and provide funds for other corporate purposes.

The Borrower's obligations under the New Credit Facilities are guaranteed by the Company, all of the Borrower's current and future domestic subsidiaries and certain affiliates of the Borrower (collectively, the "Guarantors").

The Borrower's obligations under the New Credit Agreement are secured by granting to the Collateral Agent, for the benefit of the lenders, a first priority security interest in substantially all of the assets of the Borrower, the Company and the Borrower's subsidiaries and certain affiliates, including a pledge of all of the equity interests of each of the Borrower's domestic subsidiaries, 66.0% of all of the voting equity interests of each of the Borrower's foreign subsidiaries and all of the non-voting equity interests of each of the Borrower's foreign subsidiaries.

The New Credit Facilities provide for loans which bear interest at either a base rate or a eurodollar rate, in each case, plus an applicable margin. Eurodollar-based loans will be calculated at an adjusted rate equal to the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1.00%) (i) the applicable LIBOR rate per annum as determined by the Administrative Agent for deposits, by (ii) an amount equal to (a) one minus (b) the applicable reserve requirement. In respect of Tranche B Term Loans only, the adjusted eurodollar rate shall not be less than 1.25% per annum at any time. Base rate loans will be calculated at a rate equal to the greater of (i) the prime rate in effect on such day (as published in the Wall Street Journal), (ii) . . .

In connection with entering into the New Credit Facilities, on October 10, 2012, the Company used the net proceeds from the New Credit Facilities to repay all outstanding amounts under the Company's credit facilities under its previous credit agreement dated April 6, 2010 for up to $385 million in aggregate principal amount of term loans and revolving loans, which would have matured in April 2015. The Company did not pay any prepayment penalties in connection with the termination of its previous credit agreement.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

The information set forth in Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.04.

The New Credit Agreement contains a covenant that, among other things, restricts the Company's and its subsidiaries' and certain of its affiliates' ability to pay dividends and distributions or redeem and repurchase capital stock. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

On October 10, 2012. the Company issued a press release announcing the closing of the previously announced refinancing of its senior secured credit facilities.

(d) Exhibits

Exhibit No. Description

99.1         Credit and Guaranty Agreement, dated as of October 10, 2012, by and
             among Radnet Management, Inc., other credit parties as identified
             therein, certain lenders, , General Electric Capital Corporation,
             as Syndication Agent, RBC Capital Markets and Deutsche Bank
             Securities, Inc., as Co-Documentation Agents, and Barclays Bank
             PLC, as Administrative Agent and Collateral Agent.
99.2         Pledge and Security Agreement, dated as of October 10, 2012, by and
             among Radnet Management, Inc., the Grantors identified therein, and
             Barclays Bank PLC.
99.3         Press release dated October 10, 2012 entitled "RadNet Announces the
             Closing of the Previously Announced Refinancing of its Senior
             Secured Credit Facilities".