CREDIT AGREEMENT

among

NIGHTHAWK RADIOLOGY HOLDINGS, INC.,

VARIOUS LENDERS

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as ADMINISTRATIVE AGENT

Dated as of April 5, 2007

MORGAN STANLEY SENIOR FUNDING, INC.,

as SOLE LEAD ARRANGER and SOLE BOOK RUNNER

CREDIT AGREEMENT, dated as of April 5, 2007, among NightHawk Radiology Holdings, Inc., a Delaware corporation (the Borrower), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc., as Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

W I T N E S S E T H:

WHEREAS, subject to and upon the terms and conditions set forth herein, the Lead Arranger has arranged, and the Lenders are willing to make available to the Borrower, the senior secured term loan facility provided for herein;

NOW, THEREFORE, IT IS AGREED:

SECTION 1. Definitions and Accounting Terms.

1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Acquired Entity or Business shall mean either (a) the assets constituting a business, division or product line of any Person not already a Subsidiary of the Borrower or (b) 100% of the Equity Interests of any such Person, which Person shall, as a result of the acquisition of such Equity Interests, become a Wholly-Owned Subsidiary Guarantor (or shall be merged with and into the Borrower or a Wholly-Owned Subsidiary Guarantor, with the Borrower or the Wholly-Owned Subsidiary Guarantor being the surviving or continuing Person).

Additional Security Documents shall have the meaning provided in Section 8.12(a).

Adjusted Consolidated Net Income shall mean, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

Adjusted Consolidated Working Capital shall mean, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

Administrative Agent shall mean Morgan Stanley Senior Funding, Inc., in its capacity as Administrative Agent for the Lenders hereunder and under the other Credit Documents, and shall include any successor to the Administrative Agent appointed pursuant to Section 11.09.

Affected Loans shall have the meaning provided in Section 4.02(j).

Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (b) to direct or cause the direction of the management and policies of such other Person, whether

through the ownership of voting securities, by contract or otherwise; provided, however, that none of the Administrative Agent, any Lender or any of their respective Affiliates shall be considered an Affiliate of the Borrower or any Subsidiary thereof.

Agents shall mean and include the Administrative Agent and the Collateral Agent.

Aggregate Consideration shall mean, with respect to any Other Permitted Acquisition, the sum (without duplication) of (a) the Fair Market Value of Borrower Common Stock issued (or to be issued) as consideration in connection with such Other Permitted Acquisition (including, without limitation, Borrower Common Stock which may be required to be issued as earn-out consideration upon the achievement of certain future performance goals of the respective Acquired Entity or Business (as determined in good faith by the Borrower)), (b) the aggregate amount of all cash paid (or to be paid) by the Borrower or any of its Subsidiaries in connection with such Other Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price, earn-out, non-compete and other similar obligations of the Borrower or any of its Subsidiaries incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by the Borrower), (c) the aggregate principal amount of all Indebtedness assumed, incurred, refinanced and/or issued in connection with such Other Permitted Acquisition to the extent permitted by Section 9.04, (d) the aggregate liquidation preference of all Qualified Preferred Stock of the Borrower issued or to be issued as consideration in connection with such proposed Other Permitted Acquisition (including, without limitation, Qualified Preferred Stock of the Borrower which may be required to be issued as earn-out consideration upon the achievement of certain future performance goals of the respective Acquired Entity or Business (as determined in good faith by the Borrower)) and (e) the Fair Market Value of all other consideration paid (or to be paid) in connection with such Other Permitted Acquisition.

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