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SENIOR BRIDGE NOTE
$18,000,000 New York, N.Y.
December 31, 1996
FOR VALUE RECEIVED, the undersigned, Alliance Imaging, Inc., a Delaware
corporation ("BORROWER"), promises to pay to the order of General Electric
Company, a New York corporation or its assigns ("LENDER"), in New York, New
York, or at such other place as may be designated in writing by the holder of
this Senior Bridge Note (together with all supplements, amendments or
modifications hereto or renewals hereof, the "NOTE"), on February 28, 1997 (the
"Maturity Date"), the principal sum of Eighteen Million Dollars
($18,000,000.00), with interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid principal hereof at the rate of 10% per
annum from December 31, 1996, payable on the Maturity Date, and thereafter to
pay interest (so computed) at the rate of 14% per annum on any overdue principal
and, to the extent permitted by applicable law, on any overdue interest, until
the same shall be paid. All sums owing hereunder are payable in lawful money of
the United States of America, in immediately available funds. The loan
evidenced hereby (the "LOAN") has been extended by Lender to Borrower pursuant
to the Bridge Loan Agreement between Borrower and Lender dated as of December
31, 1996 (the "LOAN AGREEMENT"). All of the terms, covenants and conditions of
the Loan Agreement and all other instruments evidencing the indebtedness
hereunder are hereby made a part of this Note and are deemed incorporated herein
in full. In particular, but without limitation of the foregoing, the Maturity
Date is subject to extension in the circumstances described in the Loan
Agreement.
Notwithstanding the previous paragraph, at any time after the occurrence and
during the continuation of a Default, interest shall accrue on this Note at the
rate of 14% per annum.
1. PRINCIPAL PAYMENTS. The principal amount of the indebtedness from time to
time evidenced hereby shall be payable in the amounts and on the dates
specified in the Loan Agreement and, if not sooner paid in full, the
outstanding principal balance of this Note, together with all accrued and
unpaid interest, shall be due and payable in full on the Maturity Date.
2. PREPAYMENT. Borrower shall not have the right to prepay the Loan.
3. ▇▇▇▇▇▇'S OPTION TO ACCELERATE. If: (a) Borrower shall fail to pay when
due any sums payable hereunder; OR (b) a Default occurs, THEN Lender may,
at its sole option, declare all sums owing under this Note immediately due
and payable.
4. ▇▇▇▇▇▇'S OPTION TO CONVERT. Lender may, at its sole option, convert
principal amounts owing under this Note to shares of the Borrower's Series
D 4% Cumulative Redeemable Convertible Preferred Stock, on the terms and as
set forth in the Loan Agreement.
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5. ATTORNEYS' FEES. If any attorney is engaged by ▇▇▇▇▇▇ to enforce or defend
any provision of this Note or the Loan Agreement, or as a consequence of
any Default, with or without the filing of any legal action or proceeding,
then Borrower shall pay to Lender immediately upon demand all attorneys'
fees and all costs incurred by Lender in connection therewith, together
with interest thereon from the date of such demand until paid at the rate
of interest applicable to the principal balance owing hereunder as if such
unpaid attorneys' fees and costs had been added to the principal.
6. NO WAIVER. No previous waiver and no failure or delay by ▇▇▇▇▇▇ in acting
with respect to the terms of this Note or any Loan Document shall
constitute a waiver of any breach, default, or failure of condition under
this Note, such Loan Document or the obligations secured thereby. A waiver
of any term of this Note, any Loan Document or of any of the obligations
secured thereby must be made in writing and shall be limited to the express
written terms of such waiver. In the event of any inconsistencies between
the terms of this Note and the terms of any other document related to the
Loans, the terms of this Note shall prevail.
7. BORROWER WAIVERS. Except as otherwise provided in any agreement executed
in connection with this Note, Borrower waives: presentment; demand; notice
of dishonor; notice of default or delinquency; notice of acceleration;
notice of protest and nonpayment; notice of costs, expenses or losses and
interest thereon; notice of late charges; and diligence in taking any
action to collect any sums owing under this Note.
8. TIME OF THE ESSENCE. Time is of the essence with respect to every
provision hereof.
9. GOVERNING LAW. This Note is made and delivered in New York, New York, and
shall be governed by the laws of the State of New York.
"BORROWER"
ALLIANCE IMAGING, INC.,
a Delaware corporation
By:
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Its: