Form Of Senior Bridge Note

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 Defau ...