EXHIBIT 99.6
AMENDMENT NO. 1 dated as of May 13, 1999 (this "Amendment") to the
REGISTRATION RIGHTS AGREEMENT (the "Original Agreement" and, as amended hereby,
this "Agreement"), dated as of December 18, 1997, between ALLIANCE IMAGING,
INC., a Delaware corporation (the "Company"), NEWPORT INVESTMENT LLC, a Delaware
limited liability company (the "Investor") and each of the other parties
signatory hereto (the "Apollo Funds").
Pursuant to the Agreement and Plan of Merger dated as of April 14, 1999
(the "SMT Merger Agreement"), between the Company and Three Rivers Holding
Corp., a Delaware corporation, the Apollo Funds received an aggregate of
1,644,440 shares of common stock of the Company (the "New Shares").
In consideration of the premises and the mutual benefits to be derived
from this Amendment and the representations, warranties, covenants, agreements
and conditions hereinafter set forth, the parties hereto hereby agree as follows
(capitalized terms used but not defined herein have the meanings ascribed to
them in the Original Agreement):
ARTICLE I
AMENDMENT
1.1 Shares and Registrable Shares.
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(a) The term "Shares" as defined in the first paragraph of the
Original Agreement is hereby deleted and replaced with the following: "The term
"Shares" means all Shares of common stock, par value $.01 per share, of the
Company that are (i) owned by the Investor or any of the Apollo Funds at any
time of determination, (ii) received by the Investor pursuant to the
Recapitalization Merger Agreement or (iii) received by any of the Apollo Funds
pursuant to the SMT Merger Agreement. Without limiting the foregoing, the term
Shares shall include the 5,033,762 shares of common stock, par value $.01 per
share, of the Company owned by the Investor and the Apollo Funds as of May 13,
1999." All references in the Agreement to "Shares" is hereby amended to refer to
the definition thereof as amended hereby.
(b) Notwithstanding anything to the contrary in the Original
Agreement, all Shares, including, without limitation, the New Shares shall be
included in the definition of Registrable Shares.
1.2 Holders.
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Notwithstanding anything to the contrary in the Original Agreement, the
term "Holder" shall include each of the Apollo Funds.
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 Agreement.
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Except as modified by this Amendment, the Original Agreement shall
remain in full force and effect, enforceable in accordance with its terms. This
Amendment is not a consent to any waiver or modification of any other terms or
conditions of the Agreement or any of the instruments or documents referred to
in the Agreement and shall not prejudice any right or rights which the parties
thereto may now or hereafter have under or in connection with the Agreement or
any of the instruments or documents referred to therein.
2.2 Counterparts.
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This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.
2.3 Governing Law.
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This Amendment shall be governed and construed in accordance with the
laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
ALLIANCE IMAGING, INC.
By: /S/ Xxxxxxx X. Xxxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Secretary and General Counsel
NEWPORT INVESTMENT LLC
By: /S/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P.
By: Apollo Capital Management II, Inc.
By: /S/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:
APOLLO OVERSEAS PARTNERS III, L.P.
By: Apollo Advisors II, L.P.
By: Apollo Capital Management II, Inc.
By: /S/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:
APOLLO (U.K.) PARTNERS III, L.P.
By: Apollo Advisors II, L.P.
By: Apollo Capital Management II, Inc.
By: /S/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:
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