ELEVENTH AMENDMENT
TO NOTE PURCHASE AGREEMENT
This ELEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this "ELEVENTH
AMENDMENT") is dated as of March 25, 1997 and entered into by and among Alliance
Imaging, Inc., a Delaware corporation (the "COMPANY"), General Electric Company,
a New York corporation acting through GE Medical Systems ("GE"), and DVI
Financial Services Inc. ("DVI" and, together with GE, the "HOLDERS"), and is
made with reference to that certain Note Purchase Agreement dated as of
April 14, 1989, as amended by that certain First Amendment to Note Purchase
Agreement dated as of September 20, 1990, that certain Second Amendment to Note
Purchase Agreement dated as of June 3, 1991, that certain Third Amendment to
Note Purchase Agreement dated as of December 1, 1991, that certain Fourth
Amendment to Note Purchase Agreement dated as of December 31, 1992, that certain
Fifth Amendment to Note Purchase Agreement dated as of June 30, 1993, that
certain Sixth Amendment to Note Purchase Agreement dated as of March 18, 1994,
that certain Seventh Amendment to Note Purchase Agreement dated as of
December 31, 1994, that certain Eighth Amendment to Note Purchase Agreement
dated as of December 31, 1994, that certain Ninth Amendment to Note Purchase
Agreement dated as of April 15, 1996, that certain Tenth Amendment to Note
Purchase Agreement dated as of November 6, 1996 (the "TENTH AMENDMENT"), and
those certain letter agreements dated April 25, 1995 concerning Atlantic/Gulf
Imaging, Inc. and dated June 28, 1996 concerning Sun MRI Services, Inc. (as so
amended, the "NOTE PURCHASE AGREEMENT"), by and among the Company and previous
holders and, in the case of the Tenth Amendment, the Holders, of the Notes.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Note Purchase Agreement.
RECITALS
WHEREAS, the Company and GE desire to amend the Note Purchase Agreement and
GE's Notes, as they relate to the Company and GE only (and not as they relate to
DVI), to permit the conversion of such Notes into shares of the Company's Series
E Preferred Stock (as defined below), on the terms and conditions as set forth
below; and
WHEREAS, the Company and the Holders desire to amend certain covenants and
definitions in the Note Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the applicable parties hereto (as
specified below) agree as follows:
SECTION 1. CONVERSION OF GE'S NOTES
The Company and GE (including, for all purposes of this Section 1, GE's
Affiliates, as such term is defined in that certain Bridge Loan Agreement, dated
as of December 31, 1996, between the Company and GE), and not DVI, which is not
a party to the agreements contained in this Section 1, agree as follows:
1.1 CONVERSION OF NOTES. GE shall have the right, at its option, at any
time from and after January 1, 1998, to convert, subject to the terms and
provisions of this Section 1, all or any portion of the face amount of its Notes
into such number of fully paid and non-assessable shares of the Company's Series
E Preferred Stock, with the rights and privileges as set forth in the attached
Exhibit 1 (the "SERIES E PREFERRED STOCK"), as results from dividing (i) the
Notional Amount (as defined below) corresponding to the face amount of the Notes
to be converted, by (ii) the Face Amount (as defined in the Series E Preferred
Stock) of the Series E Preferred Stock. For purposes of this Eleventh
Amendment, with respect to the Notes, "Notional Amount" shall mean the principal
amount of a note (the "NOTIONAL OBLIGATION") in the initial notional principal
amount of $9,000,000 as of November 6, 1996 bearing an annual interest rate of
10.00%, compounded monthly, that would remain unpaid as of the Notes Conversion
Date (as defined below) if all payments actually made under the Notes to the
Holder after November 6, 1996 through the Notes Conversion Date, including
payments of both interest and principal, were applied to the Notional
Obligation, applying such payments first to interest on the Notional Obligation
and then to principal of the Notional Obligation, with negative amortization
reflected, if applicable. Such conversion shall be deemed to have been made at
the close of business on the date that a Note or Notes representing the Notional
Amount of Notes to be converted shall have been surrendered for conversion (it
being understood that each dollar in Notional Amount of Notes is represented by
a principal amount of Notes equal to the result of dividing (x) the number 1, by
(y) the ratio of the aggregate remaining Notional Amount of the Notes to the
aggregate remaining face amount of the Notes at the Notes Conversion Date, as
such remaining face amount is calculated from time to time in accordance with
the provisions of the Note Purchase Agreement) and written notice shall have
been received as provided in Section 1.2 (the "NOTES CONVERSION DATE"), so that
the person or persons entitled to receive the shares of Series E Preferred Stock
upon conversion of the Notes shall be treated for all purposes as having become
the record holder or holder of such shares of Series E Preferred Stock at such
time.
1.2 NOTICE TO COMPANY. In order to convert all or any portion of its
Notes into shares of Series E Preferred Stock, GE shall deliver the Notes to be
converted to the Company at its principal office, together with written notice
that it elects to convert those Notes into shares of Series E Preferred Stock in
accordance with the provisions of this Section 1. Such notice shall specify the
amount of Notes to be converted and the name or names in which GE wishes
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the certificates for shares of Series E Preferred Stock to be registered,
together with the address or addresses of the person or persons so named, and,
if so required by the Company, be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by GE
or by its attorney duly authorized in writing.
1.3 DELIVERY OF CERTIFICATE. As promptly as practicable after the
surrender as hereinabove provided of Notes for conversion into shares of Series
E Preferred Stock, the Company shall deliver or cause to be delivered GE, or
GE's designees, certificates representing the number of fully paid and
non-assessable shares of Series E Preferred Stock into which the Notes are
entitled to be converted, together with a cash adjustment in respect of any
fraction of a share to which GE shall be entitled (as provided below), and, if
less than the entire face amount of a Note surrendered is to be converted, a new
Note for the balance of the Note not so converted. So long as any Notes remain
unpaid, the Company shall not close its Series E Preferred Stock transfer books.
The issuance of certificates for shares of Series E Preferred Stock upon the
conversion of Notes shall be made without charge to GE for any tax in respect of
the issuance of such certificates (other than any tax if the shares of Series E
Preferred Stock are to be registered in a name different from that of the
registered holder of the Note).
1.4 FRACTIONAL SHARES. No fractional shares of Series E Preferred Stock
or scrip representing fractional shares of Series E Preferred Stock shall be
issued upon any conversion of any Notes, but, in lieu thereof, there shall be
paid an amount in cash equal to the Market Price (as defined in the Series E
Preferred Stock) of the number shares of Common Stock into which such fraction
of a share of Series E Preferred Stock would be otherwise convertible into
according to the terms of the Series E Preferred Stock with any resulting
fractions of Common Stock being paid cash in accordance with the Series E
Preferred provisions pertaining to fractional shares.
1.5 RESERVATION OF SHARES. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Series E Preferred
Stock, solely for the purpose of effecting the conversion of Notes, the full
number of whole shares of Series E Preferred Stock then deliverable upon the
conversion of all the Notes. The Company shall take at all times such corporate
action as shall be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of Series E Preferred Stock upon the
conversion of the Notes in accordance with the provisions of this Section 1.
1.6 RETIREMENT OF NOTES. Any Notes converted pursuant to the provisions
of this Section 1 shall be deemed retired, repaid and fully satisfied.
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1.7 RIGHTS AS EQUITY HOLDER. GE shall not be entitled to any rights as a
stockholder of the Company pursuant to the Note Purchase Agreement until, and to
the extent that, the Notes have been converted into shares of Series E Preferred
Stock in accordance with the provisions hereof.
1.8 NOTES. GE's Notes shall be restated to reflect the provisions of this
Section 1 in substantially the form attached as Exhibit 2.
1.9 TRANSFERABILITY. The conversion rights provided by this Section 1 of
this Eleventh Amendment may be exercised only by GE or one or more Affiliates
(as defined above) of GE and no other transferee or assignee of the Note may
convert the Note into Series E Preferred Stock, or any other securities of the
Company, pursuant to this Eleventh Amendment or otherwise.
SECTION 2. AMENDMENTS TO NOTE PURCHASE AGREEMENT
The Company and the Holders agree as follows:
2.1 NEGATIVE AND MAINTENANCE COVENANTS.
(a) The words "and the Debentures" is deleted from clause (ii) of Section
10.01(a) of the Note Purchase Agreement.
(b) Section 10.02:
(i) Subsection 10.02(e) of the Note Purchase Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:
"(e) Subject to the limitations set forth in Section 10.03(d) hereof,
any Lien created to secure any Indebtedness incurred or assumed to pay
all or any part of the purchase price of property acquired by the
Company or a Subsidiary after December 31, 1994 (or created to secure
Indebtedness incurred to finance equipment pursuant to
Section 10.03(d) hereof); PROVIDED, that (i) any such Lien shall be
confined solely to the item or items of property so acquired or
currently owned, (the "Financed Equipment") and any property that is
an improvement to or upgrade of or acquired for specific use in
connection with such Financed Equipment; PROVIDED, HOWEVER, that in
the case of an MRI Unit or a CT Unit (collectively, "Units") currently
owned by the Company or a Subsidiary that is, at the time of
acquisition of a newly-acquired Unit, subject to a Lien in favor of
the same secured party financing the purchase price of the newly-
acquired Unit, such Lien securing the indebtedness relating to the
newly-acquired Unit may extend to the currently-owned Unit and such
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Lien securing the Indebtedness relating to the currently-owned Unit
may extend to the newly-acquired Unit; PROVIDED, FURTHER, that
notwithstanding the immediately preceding proviso no Lien under this
Section 10.02(e) shall extend to any Unit as to which the purchase
price is paid in full and there is outstanding no Indebtedness
incurred to finance such purchase price, it being understood that the
cross-collateralization permitted by the immediately preceding proviso
shall immediately cease and terminate as to any Unit upon payment of
the purchase price (or related purchase money Indebtedness) of such
Unit; and (ii) in the case of newly-acquired Financed Equipment, any
such Lien shall be created within six (6) months after the acquisition
thereof."
(ii) Subsection 10.02(j) of the Note Purchase Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:
"(j) Any Lien created to secure Indebtedness incurred to finance
equipment pursuant to the terms of Section 10.03(d) hereof;"
(iii) Subsection 10.02(k) of the Note Purchase Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:
"(k) Any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of (a) through (j)
above, so long as the outstanding principal amount of the Indebtedness
secured by such Lien at the time of such extension, renewal or
replacement is not increased, nor the periodic debt service payment
(principal and interest) payable with respect thereto increased, and
the renewed or extended Lien does not cover any property which is not
covered by the existing Lien renewed or extended thereby."
(c) Section 10.03:
(i) Clause (a) of Section 10.03 of the Note Purchase Agreement is
hereby amended by deleting it in its entirety and substituting the following
therefor:
"(a) The Company may become and remain liable with respect to
Indebtedness for working capital purposes under the Working Capital
Facility as provided for in Section 9.06 hereof or any renewal,
extension or replacement thereof, provided that the indebtedness
thereunder does not at any time exceed 75% of the
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net accounts receivable of the Company (determined in accordance with
GAAP) and the terms and conditions thereof are not, in the aggregate,
materially more burdensome than under the preexisting Working Capital
Facility and reflect current market conditions;"
(ii) The words "and the subordinated Debentures" are deleted from
clause (b) of Section 10.03 of the Note Purchase Agreement.
(iii) Clause (d) of Section 10.03 of the Note Purchase Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:
"(d) Subject to the limitations on incurrence of Capital Expenditures
set forth in Section 10.08 hereof, the Company or any Subsidiary may
become and remain liable with respect to Indebtedness incurred to
acquire equipment (including CT Scanners and MRI Units and related
additions, parts and improvements)."
(iv) Clause (f) of Section 10.03 of the Note Purchase Agreement is
hereby amended by deleting it in its entirety and substituting the following
therefor:
"(f) Any Subsidiary may become and remain liable with respect for Debt
for Money Borrowed of such Subsidiary owing to the Company or to a
Wholly-Owned Subsidiary consisting of (i) Indebtedness arising out of
an Investment by the Company or such Wholly-Owned Subsidiary as
permitted by Section 10.04(a) through (c) or (ii) intercompany
operating advances incurred in the ordinary course of business.
(v) Clause (h) of Section 10.03 of the Note Purchase Agreement is
hereby amended by deleting it in its entirety and substituting the following
therefor:
"(h) Indebtedness which is a renewal, extension or replacement of
existing Indebtedness permitted under this Section 10.03; provided
that the principal amount of such Indebtedness is less than or equal
to the principal amount outstanding immediately prior to such renewal,
extension or replacement and that the periodic debt payment with
respect thereto is less than or equal to the periodic debt payment
currently payable with respect to such Indebtedness."
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(d) Section 10.04 of the Note Purchase Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"INVESTMENTS. The Company will not, and will not permit any of its
Subsidiaries to, make any Investments other than the following: (a)
capital contributions and funded loans to any Subsidiary, and any
partnership or other joint venture (including a corporate joint
venture); PROVIDED that the aggregate outstanding amount of all
Investments made pursuant to this clause (a) does not exceed
$5,000,000 at any time; (b) loans and advances to employees in the
ordinary course of business for a proper corporate purpose not to
exceed $250,000 in the aggregate at any time outstanding (excluding
notes received from option holders in payment of the exercise price of
stock options issued pursuant to a stock option plan of the Company
approved by the Company's Board of Directors); (c) Investments with
respect to hedging the Company's exposure to foreign currency
fluctuations to the extent that the Company has sales denominated in
such foreign currency; (d) Investments in Interest Rate Protection
Agreements; (e) short-term operating advances described in Section
10.03(f)(ii), to the extent such advances constitute Investments; and
(f) Investments where the consideration paid by the Company consists
of equity securities of the Company, to the extent that consideration
was or is paid in that form. For purposes of computing the amount
subject to the $5,000,000 limitation in clause (a) above, (I) there
shall be excluded Investments where the consideration paid by the
Company consists of equity securities of the Company, to the extent
that consideration was or is paid in that form, and (II) there shall
be included Investments made only from and after the Effective Date of
the Tenth Amendment and not Investments made prior thereto. "
(e) Section 10.08 of the Note Purchase Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"CAPITAL EXPENDITURES. The Company will not, and will not permit any
of its Subsidiaries to, make Capital Expenditures, unless, after
including such Capital Expenditures in the aggregate amount of Capital
Expenditures incurred by the Company and its Subsidiaries during the
current Fiscal Year, the aggregate Capital Expenditures for such
Fiscal Year do not exceed an amount equal to $30,000,000 plus the
Capital Expenditure Adjustment Amount; PROVIDED; HOWEVER, that the
Company or any of its Subsidiaries may dispose of equipment and within
180 days purchase replacement equipment with only the net incremental
amount
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being deemed to be a Capital Expenditure; PROVIDED, FURTHER, that to
the extent the Company receives credit against the purchase price of
newly-acquired equipment as a result of a trade-in of currently-owned
equipment, the amount of such credit shall not be included in
determining the amount of Capital Expenditures permitted to be incurred
hereunder; and PROVIDED, FURTHER, that if the amount of permitted
Capital Expenditures for any Fiscal Year is not fully utilized, then
the unutilized portion (up to 50% of the permitted amount for such
Fiscal Year) may be carried forward and made in the following Fiscal
Year, in addition to the amount otherwise permitted for such following
Fiscal Year."
(f) The last sentence of Section 10.10 of the Note Purchase Agreement is
deleted.
(g) The second paragraph of Section 10.12 of the Note Purchase Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:
"Notwithstanding the foregoing, the Company or a Subsidiary may make
any such disposition and the properties involved in any such
disposition shall be excluded from the foregoing computation set forth
in (i) above if within one hundred eighty (180) days after such
disposition the Company or Subsidiary reinvests the proceeds in assets
substantially similar to those which are disposed of, or applies the
net proceeds (after deducting direct costs and expenses incurred as a
result of such disposition and discharging any underlying debt which
is secured by such property) to the prepayment or redemption of the
Secured Obligations or the Notes or other Indebtedness of the Company,
or retains the proceeds in cash or cash-equivalent investments;
PROVIDED, FURTHER, that the aggregate net book value of properties
disposed of under this Section 10.12 the net proceeds of which are so
applied shall not exceed the greater of $10,000,000 or fifteen percent
(15%) of the net book value of the then existing MRI Units."
(h) Clause (b) of Section 10.13 of the Note Purchase Agreement is deleted.
(i) The parenthetical phrase "(excluding for this purpose lease payment
obligations with respect to the lease of premises by Xxxxxxxx Park Imaging)" is
deleted from Section 10.14 of the Note Purchase Agreement.
(j) The word "diagnostic" is deleted from the last sentence of
Section 10.14 of the Note Purchase Agreement, and the words "and related
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trailers or buildings and related improvements" are added after the word
"equipment" at the end of such sentence.
2.2 FINANCIAL INFORMATION AND REPORTING. The words "in duplicate" are
deleted from the first paragraph of Section 7 of the Note Purchase Agreement.
2.3 DEFINITIONS
(i) The following definitions are added to Section 11.01 of the Note
Purchase Agreement:
"Capital Expenditure Adjustment Amount" shall mean, for any Capital
Expenditure Period corresponding to a capital raising transaction described in
clause (i) following, the positive amount, if any, of (i) net cash proceeds from
issuances of Common Stock or other securities convertible into Common Stock or
other non-redeemable equity securities of the Company minus (ii) cash expended
during such Capital Expenditure Period by the Company or its Majority-Owned
Subsidiaries in connection with business acquisitions (including without
limitation acquisitions of substantially all of the assets of a Person permitted
under this Agreement); PROVIDED, HOWEVER, that any cash expenditures
constituting Capital Expenditures for such Capital Expenditure Period that are
already included in the calculation of the total amount of Capital Expenditures
for such Capital Expenditure Period for purposes of determining compliance with
Section 10.08 hereof (without considering the Capital Expenditure Adjustment
Amount) shall only be included once in such total amount, regardless of whether
such Capital Expenditures arise in connection with a business acquisition. If
the Company could properly include a Capital Expenditure within the general
limitation under Section 10.08 hereof and/or under an available Capital
Expenditure Adjustment Amount, the Company shall be entitled in its discretion
to select the allocation of such Capital Expenditure. To the extent that
amounts expended are included under clause (ii) of the foregoing definition,
such amounts shall be deducted from the amount described in clause (i) on a
chronological basis (I.E., the first such amount deducted will be the first of
such amounts expended, and so on).
"Capital Expenditure Period" means, with respect to each capital
raising transaction described in clause (i) of the definition of Capital
Expenditure Adjustment Amount, the two-year period beginning with the date that
net proceeds with respect to such transaction are received by the Company.
(ii) The definition of "Fiscal Year" in Section 11.01 of the Note Purchase
Agreement is deleted and replaced with the following definition:
"Fiscal Year" shall mean the fiscal year of the Company, which shall
be the twelve (12) month period ending on December 31 in each year or such other
period as the Board of Directors of the Company may adopt."
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(iii) The definitions of "Consolidated Net Tangible Assets,"
"Consolidated Operating Income Before Depreciation," "Current Equipment
Obligations," "Currently Owned-Equipment," and "Permitted Investments" in
Section 11.01 of the Note Purchase Agreement are deleted.
SECTION 3. CONSIDERATION FOR AMENDMENT
As partial consideration for entering into this Eleventh Amendment, the
Company, concurrently with the execution hereof, is entering into certain
transactions with GE pursuant to a Stock Purchase Agreement of even date
herewith, the consummation of which transactions the Holders hereby acknowledge
and agree will be beneficial to the Holders and, accordingly, provide the
Holders with sufficient consideration for entering into this Eleventh Amendment.
SECTION 4. MISCELLANEOUS
4.1 REFERENCE TO AND EFFECT ON THE NOTE PURCHASE AGREEMENT.
(i) On and after the date of this Eleventh Amendment, each reference
in the Note Purchase Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Note Purchase Agreement,
and each reference in any other related documents to the "Note Purchase
Agreement", "thereunder", "thereof" or words of like import referring to
the Note Purchase Agreement shall mean and be a reference to the Note
Purchase Agreement as amended to give effect to the Eleventh Amendment.
(ii) Except as specifically amended by this Eleventh Amendment, the
Note Purchase Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
(iii) The execution, delivery and performance of this Eleventh
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of the Holders under, the Note Purchase Agreement.
4.2 HEADINGS. Section and subsection headings in this Eleventh Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Eleventh Amendment for any other purpose or be given any
substantive effect.
4.3 APPLICABLE LAW. THIS ELEVENTH AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
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4.4 COUNTERPARTS; EFFECTIVENESS. This Eleventh Amendment shall be deemed
effective between GE and the Company as of the date first written above, and
shall be deemed effective between DVI and the Company as of the date written
below opposite DVI's signature. This Eleventh Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
"COMPANY" ALLIANCE IMAGING, INC., A DELAWARE CORPORATION
By: _____________________________________
Title: _____________________________________
"GE" GENERAL ELECTRIC COMPANY, A NEW YORK
CORPORATION
By: _____________________________________
Title: _____________________________________
"DVI" DVI FINANCIAL SERVICES INC., A
____________ CORPORATION
DVI effective
date: March , 1997
By: _____________________________________
Title: _____________________________________
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EXHIBIT 1
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[Series E Preferred Stock]
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EXHIBIT 2
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ALLIANCE IMAGING, INC.
RESTATED
7.50% SENIOR NOTE DUE 2003
$12,700,000 Note No. 8
New York, New York March 25, 1997
FOR VALUE RECEIVED, the undersigned, ALLIANCE IMAGING, INC., a Delaware
corporation (herein called the "Company"), hereby promises to pay to GENERAL
ELECTRIC COMPANY, A NEW YORK CORPORATION ACTING THROUGH GE MEDICAL SYSTEMS, or
registered assigns ("GE") the principal sum of TWELVE MILLION SEVEN HUNDRED
THOUSAND DOLLARS ($12,700,000) (or so much thereof as shall not have been
prepaid) on December 31, 2003, with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid principal amount hereof at the rate
of 7.50% per annum from October 1, 1994 payable monthly in arrears on the last
day of each month commencing on the first such date occurring after the date
hereof, until said principal shall have become due and payable, and thereafter
to pay interest (so computed) at the rate of 8.50% per annum on any overdue
principal and prepayment charge and, to the extent permitted by applicable law,
on any overdue interest, until the same shall be paid. Subject to Section 15.01
of the Note Purchase Agreements referred to below, payments of principal,
prepayment charge (if any) and interest are to be made at the principal office
of GENERAL ELECTRIC COMPANY, a New York corporation, acting through GE Medical
Systems of Waukesha, in Wisconsin, in lawful money of the United States of
America.
This Note replaces and is delivered in substitution for the Company's 7.5%
Senior Note due 2003 issued to GE by the Company pursuant to the Tenth
Amendment, dated as of November 6, 1996, to the Note Purchase Agreement dated as
of April 14, 1989 entered into by the Company and certain institutional
investors (as amended to the date hereof, the "Note Purchase Agreement"), and
the holder of this Note is entitled to enforce the provisions and enjoy the
benefits thereof, except as provided below and in the Note Purchase Agreement.
As provided in the Note Purchase Agreement, this Note is subject to certain
optional prepayments, all as specified in the Note Purchase Agreement. Except
as provided below and in the Note Purchase Agreement, this Note is convertible
into shares of the Company's Series E Preferred Stock, as specified in the
Eleventh Amendment to the Note Purchase Agreement dated as of March 25, 1997.
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Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
or Notes for a like aggregate principal amount will be issued to, and, at the
option of the holder, registered in the name of, the transferee. The Company
and any agent of the Company may deem and treat the person in whose name this
Note is registered as the holder and owner hereof for the purpose of receiving
payments and, with the exceptions noted below, for all other purposes
whatsoever, and shall not be affected by any notice to the contrary.
The conversion rights applicable to this Note may be exercised only by GE or one
or more Affiliates (as defined in that certain Bridge Loan Agreement, dated as
of December 31, 1996, between the Company and GE) of GE and no other transferee
or assignee of this Note may convert this Note into Series E Preferred Stock, or
any other securities of the Company, pursuant to the Note Purchase Agreement or
otherwise.
In case of Event of Default (as defined in the Note Purchase Agreement) shall
occur and be continuing, the principal of this Note may become or be declared
due and payable in the manner and with the effect provided in the Note Purchase
Agreement.
This Note is made and delivered in New York, New York, and shall be governed by
the laws of the State of New York.
ALLIANCE IMAGING, INC.
By:_____________________________
Xxxxxxx X. Xxxxxx
President
This note has been transferred to and registered in the name of the above payee
on the books of Alliance Imaging, Inc. as of March 25, 1997.
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