EXHIBIT 3
ALLIANCE IMAGING, INC.
RESTATED
7.50% SENIOR NOTE DUE 2003
$12,700,000 Note No. 8
New York, New York March 26, 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.
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: ____________________________
Xxxxxxxx X. Xxxxx
Senior Vice President,
Chief Financial Officer and
Secretary
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 26, 1997.
