EXHIBIT 4.4

SECOND AMENDMENT

DATED AS OF JUNE 10, 2002

TO

CREDIT AGREEMENT

DATED AS OF NOVEMBER 2, 1999

AMONG

ALLIANCE IMAGING, INC.,

as Borrower,

THE LENDERS LISTED HEREIN,

as Lenders,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent

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ALLIANCE IMAGING, INC.  SECOND AMENDMENT  TO CREDIT AGREEMENT

ThisSECOND AMENDMENT TO CREDIT AGREEMENT(this"Amendment") is
dated as of June 10, 2002 and entered into by and among Alliance Imaging, Inc., a Delaware corporation ("Company"), the financial institutions
listed on the signature pages hereof ("Lenders"), Deutsche Bank Trust Company Americas, as administrative agent for Lenders
("Administrative Agent"), Deutsche Bank Trust Company Americas, as collateral agent ("Collateral Agent")
and, for purposes of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof) listed on the signature pages hereof, and is made with reference to that certain Credit
Agreement, dated as of November 2, 1999, as amended by a First Amendment dated as of May 11, 2000 (as so amended, the"Credit Agreement"),
by and among Company, Lenders, Administrative Agent, Syndication Agent and Documentation Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the
Credit Agreement.

RECITALS

WHEREAS,Company and Lenders desire to amend the Credit Agreement to add New Tranche C Term Loans in the
aggregate principal amount of $286,000,000, the proceeds of which will be used to refinance all of the Tranche B Term Loans and Tranche C Term Loans outstanding immediately prior to the
occurrence of the Second Amendment Effective Date and to amend the Credit Agreement in certain other respects, all as more specifically set forth below.

NOW, THEREFORE,in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree
as follows:



1.1Amendments to Section 1: Provisions Relating to Defined
Terms



1

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Applicable Leverage Ratio

Applicable Tranche C
Base Rate MarginGreater than 3.00:1.00

1.375%equal to or less than 3.00:1.00

1.250%"




Applicable Leverage Ratio

Applicable Tranche C
LIBOR MarginGreater than 3.00:1.00

2.375%equal to or less than 3.00:1.00

2.250%"




1.2Amendments to Section 2: Amounts and Terms of Commitments and
Loans



2

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Anniversary of Closing Date in

Scheduled Repayment
of New Tranche C Term Loans2004

$
1,500,000.002005


1,500,000.002006


1,500,000.002007


0.002008


281,500,000.00Total:

$
286,000,000.00




1.3Modification of Schedules



1.4Amendment of Exhibits



3

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This Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being
referred to herein as the"Second Amendment Effective Date"):



4

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In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each
Lender that the following statements are true, correct and complete:



5

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Company is a party to the Collateral Account Agreement, pursuant to which Company has created Liens in favor of Administrative Agent on a certain deposit account
of Company upon the occurrence of an event stated therein; the Amended and Restated Pledge Agreement, pursuant to which Company has affirmed, among other things, the pledge to Collateral Agent for the
benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the Secured Obligations; and the Security Agreement, pursuant to which Company has granted Liens
in favor of Collateral Agent on certain Collateral to secure the Secured Obligations, in each case as amended through the Second Amendment Effective Date.

Each
Subsidiary Guarantor is a party to the Subsidiary Guaranty pursuant to which such Subsidiary Guarantor has guaranteed the Obligations; the Amended and Restated Pledge Agreement
pursuant to which such Subsidiary Guarantor has affirmed, among other things, the pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness
owned by it to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and Additional Debt (as defined in the Security Agreement); and the Security Agreement pursuant to
which such Subsidiary Guarantor will grant Liens in favor of Collateral Agent on certain Collateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and Additional
Debt (as defined in the Security Agreement), in each case as amended through the Second Amendment Effective Date. Company and the Subsidiary Guarantors are collectively referred to herein as the "Credit Support
Parties", and the Collateral Account Agreement, the Amended and Restated Pledge Agreement and the Security Agreement are collectively
referred to herein as the"Credit Support Documents."

Each
Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Secured Obligations, as the case may be (in each case as such terms
are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations, as the case may be, in respect of the Obligations of
Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents
to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support
Documents to which it is a party or otherwise bound are true, correct and complete in all material
respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on and as of such earlier date.

Each
Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support
Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing
in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

6

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7

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written
above.

| |  | ALLIANCE IMAGING, INC.
| |  | ----------------------
| |  | By:                   
| |  | Name:                 
| |  | Title:                

S-1

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| |  | ALLIANCE IMAGING CENTERS, INC.                            
| |  | ----------------------------------------------------------
| |  | ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.                 
| |  | ALLIANCE IMAGING MANAGEMENT, INC.                         
| |  | ROYAL MEDICAL HEALTH SERVICES, INC.                       
| |  | ALLIANCE IMAGING OF OHIO, INC.                            
| |  | ALLIANCE IMAGING OF MICHIGAN, INC.                        
| |  | MEDICAL CONSULTANTS IMAGING CO.                           
| |  | MOBILE TECHNOLOGY INC.                                    
| |  | MEDICAL DIAGNOSTICS, INC.                                 
| |  | WESTERN MASSACHUSETTS MAGNETIC RESONANCE SERVICES, INC.   
| |  | GREATER BOSTON MRI L.P.                                   
| |  | GREATER SPRINGFIELD MRI L.P.                              
| |  | CURACARE, INC.                                            
| |  | AMERICAN SHARED-CURACARE                                  
| |  | SMT HEALTH SERVICES INC.                                  
| |  | SMT INVESTMENT INC.                                       
| |  | MID-AMERICAN IMAGING, INC.                                
| |  | RIA MANAGEMENT SERVICES, INC.                             
| |  | GREATER BOSTON MRI SERVICES, INC.                         
| |  | CENTRAL MASSACHUSETTS MRI SERVICES, INC.                  
| |  | DIMENSIONS MEDICAL GROUP, INC.                            
| |  | MDI FINANCE & LEASING, INC.                               
| |  | MERITUS PLS, INC.                                         
| |  | QUINCY MRI, L.P.                                          
| |  | THREE RIVERS HOLDING CORP.                                
| |  | SOUTHEAST ARIZONA, INC.                                   
| |  | (for purposes of Section 4 only) as a Credit Support Party

| |  | By:    |  | /s/KENNETH S. ORD   
| |  | ------ |  | --------------------
| |  | Name:  |  | Kenneth S. Ord      
| |  | Title: |  | Exec. Vice President

S-2

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| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              

S-3

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| |  | Centurion CDO II, Ltd.
By: American Express Asset Management Group, Inc., as Collateral Manager
| |  | -----------------------------------------------------------------------------------------------
| |  | By:                                                                                            
| |  | Name:                                                                                          
| |  | Title:                                                                                         

S-4

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| |  | KZH CYPRESSTREE-1 LLC
| |  | ---------------------
| |  | By:                  
| |  | Name:                
| |  | Title:               

S-5

---

| |  | KZH ING-2 LLC
| |  | -------------
| |  | By:          
| |  | Name:        
| |  | Title:       

S-6

---

| |  | KZH STERLING LLC
| |  | ----------------
| |  | By:             
| |  | Name:           
| |  | Title:          

S-7

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| |  | Sequils-Centurion V, Ltd.
By: American Express Asset Management Group, Inc., as Collateral Manager
| |  | --------------------------------------------------------------------------------------------------
| |  | By:                                                                                               
| |  | Name:                                                                                             
| |  | Title:                                                                                            

S-8

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| |  | Bay View Financial Corporation
| |  | ------------------------------
| |  | By:                           
| |  | Name:                         
| |  | Title:                        

S-9

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| |  | Grayston CLO 2001-1 Ltd.                                       
| |  | ---------------------------------------------------------------
| |  | By Bear Stearns Asset Management Inc. as its Collateral Manager
| |  | By:                                                            
| |  | Name:                                                          
| |  | Title:                                                         
| |  | Gallatin Funding I Ltd.                                        
| |  | By Bear Stearns Asset Management Inc. as its Collateral Manager
| |  | By:                                                            
| |  | Name:                                                          
| |  | Title:                                                         

S-10

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| |  | CITICORP USA, INC.
| |  | ------------------
| |  | By:               
| |  | Name:             
| |  | Title:            

S-11

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| |  | WINGED FOOT FUNDING TRUST
| |  | -------------------------
| |  | By:                      
| |  | Name:                    
| |  | Title:                   

S-12

---

| |  | JUPITER FUNDING TRUST
| |  | ---------------------
| |  | By:                  
| |  | Name:                
| |  | Title:               

S-13

---

| |  | KZH CNC LLC
| |  | -----------
| |  | By:        
| |  | Name:      
| |  | Title:     

S-14

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| |  | LCM I Limited Partnership
By: Lyon Capital Management LLC,
as Attorney-in-Fact
| |  | ------------------------------------------------------------------------------
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        

S-15

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| |  | CypressTree Investment Management Company, Inc. As:Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                       
| |  | Name:                                                                                                                                                     
| |  | Title:                                                                                                                                                    

S-16

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| |  | Fidelity Advisor Series II: Fidelity Advisor High Floating Rate High Income Trust
[NAME OF INSTITUTION/FUND]
| |  | ------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                         
| |  | Name:                                                                                                       
| |  | Title:                                                                                                      

S-17

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| |  | Franklin Floating Rate Trust
| |  | ----------------------------
| |  | By:                         
| |  | Name:                       
| |  | Title:                      

S-18

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| |  | Franklin Floating Rate Master Series
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              

S-19

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| |  | FRANKLIN FLOATING RATE
DAILY ACCESS FUND
| |  | ----------------------------------------
| |  | By:                                     
| |  | Name:                                   
| |  | Title:                                  

S-20

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| |  | Franklin CLO I, Limited
| |  | -----------------------
| |  | By:                    
| |  | Name:                  
| |  | Title:                 

S-21

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| |  | Franklin CLO II, Limited
| |  | ------------------------
| |  | By:                     
| |  | Name:                   
| |  | Title:                  

S-22

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| |  | General Electric Capital Corporation
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              

S-23

---

| |  | KZH WATERSIDE LLC
| |  | -----------------
| |  | By:              
| |  | Name:            
| |  | Title:           

S-24

---

| |  | KZH PONDVIEW LLC
| |  | ----------------
| |  | By:             
| |  | Name:           
| |  | Title:          

S-25

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| | IKB Deutsche Industriebank AG
Luxembourg Branch
| | -----------------------------------------------
| | By:                                            
| | Name:                                          
| | Title:                                         

S-26

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| |  | Indosuez Capital Funding IV, L.P.,
By: RBC Leveraged Capital as Portfolio Advisor
| |  | ---------------------------------------------------------------------------------
| |  | By:                                                                              
| |  | Name:                                                                            
| |  | Title:                                                                           

S-27

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| |  | NEMEAN CLO, LTD.                                   
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC, as Investment Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-28

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| |  | BALANCED HIGH YIELD FUND I, LTD.              
| |  | ----------------------------------------------
| |  | By: ING Capital Advisors LLC, as Asset Manager
| |  | By:                                           
| |  | Name:                                         
| |  | Title:                                        

S-29

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| |  | ARCHIMEDES FUNDING IV (CAYMAN), LTD.               
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC, as Collateral Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-30

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| |  | ING-ORYX CLO, LTD.                                 
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC,
as Collateral Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-31

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| |  | ARCHIMEDES FUNDING III, LTD.                       
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC,
as Collateral Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-32

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| |  | SEQUILS-ING I (HBDGM), LTD.                        
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC,
as Collateral Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-33

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| |  | ARCHIMEDES FUNDING, L.L.C.                         
| |  | ---------------------------------------------------
| |  | By: ING Capital Advisors LLC,
as Collateral Manager
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             

S-34

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| |  | AVALON CAPITAL LTD. 2                                           
| |  | ----------------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          

S-35

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| |  | CERES II FINANCE LTD.                                                        
| |  | -----------------------------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
| |  | By:                                                                          
| |  | Name:                                                                        
| |  | Title:                                                                       

S-36

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| |  | OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.   
| |  | ------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc. Subadvisor
| |  | By:                                                   
| |  | Name:                                                 
| |  | Title:                                                

S-37

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| |  | CHARTER VIEW PORTFOLIO                                           
| |  | -----------------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
| |  | By:                                                              
| |  | Name:                                                            
| |  | Title:                                                           

S-38

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| |  | DIVERSIFIED CREDIT PORTFOLIO LTD.                                
| |  | -----------------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
| |  | By:                                                              
| |  | Name:                                                            
| |  | Title:                                                           

S-39

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| |  | AIM FLOATING RATE FUND                                         
| |  | ---------------------------------------------------------------
| |  | By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
| |  | By:                                                            
| |  | Name:                                                          
| |  | Title:                                                         

S-40

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| |  | INVESCO EUROPEAN CDO-1 S.A.
| |  | ---------------------------
| |  | By:                        
| |  | By:                        
| |  | Name:                      
| |  | Title:                     

S-41

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| |  | SEQUILS-LIBERTY, LTD.
| |  | ---------------------
| |  | By:                  
| |  | By:                  
| |  | Name:                
| |  | Title:               

S-42

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| |  | AVALON CAPITAL LTD.
| |  | -------------------
| |  | By:                
| |  | By:                
| |  | Name:              
| |  | Title:             

S-43

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| |  | Metropolitan Life Insurance Co.
| |  | -------------------------------
| |  | By:                            
| |  | Name:                          
| |  | Title:                         

S-44

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| |  | Madison Avenue CDO I, As Assignee
| |  | ---------------------------------
| |  | By:                              
| |  | By:                              
| |  | Name:                            
| |  | Title:                           

S-45

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| |  | Madison Avenue CDO III, As Assignee
| |  | -----------------------------------
| |  | By:                                
| |  | By:                                
| |  | Name:                              
| |  | Title:                             

S-46

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| |  | JP MORGAN CHASE BANK
| |  | --------------------
| |  | By:                 
| |  | Name:               
| |  | Title:              

S-47

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| |  | Morgan Stanley Prime Income Trust
| |  | ---------------------------------
| |  | By:                              
| |  | Name:                            
| |  | Title:                           

S-48

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|    |  |                                                                      |  | Nomura Bond & Loan Fund
|--- |  | -------------------------------------------------------------------- |  | -----------------------
|By: |  | UFJ Trust Company of New York
as Trustee                             |  |                        
|    |  |                                                                      |  | By:                    
|By: |  | Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact |  | Name:
Title:           

S-49

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| |  |                                                                           |  | Clydesdale CLO 2001-1, Ltd.
| |  | ------------------------------------------------------------------------- |  | ---------------------------
| |  | NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS COLLATERAL MANAGER |  | By:
Name:
Title:           

S-50

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| |  | PB Capital Corporation
| |  | ----------------------
| |  | By:                   
| |  | Name:                 
| |  | Title:                
| |  | By:                   
| |  | Name:                 
| |  | Title:                

S-51

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|PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD. |  |                                                |  |             
|-------------------------------------------- |  | ---------------------------------------------- |  | ------------
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             
|                                             |  |                                                |  | By:         
|                                             |  |                                                |  | Name:
Title:
|PILGRIM CLO 1999-1 LTD.                      |  |                                                |  |             
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             
|SEQUILSPILGRIM I, LTD.                      |  |                                                |  |             
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             
|MI CLO XV PILGRIM AMERICA
(CAYMAN) LTD.      |  |                                                |  |             
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             
|ING SENIOR INCOME FUND                       |  |                                                |  |             
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             
|ING PRIME RATE TRUST                         |  |                                                |  |             
|By:                                          |  | ING Investments, LLC
as its investment manager |  |             

S-52

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| |  | PROSPECT STREET INTERNATIONAL FUND PCC LIMITED PROSPECT INTERNATIONAL DEBT STRATEGY FUND BY:PROSPECT STREET STRATEGIC DEBT MANAGEMENT CO., INC. as Investment Adviser
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                  
| |  | Name:                                                                                                                                                                
| |  | Title:                                                                                                                                                               

S-53

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| |  | KZH SOLEIL2 LLC
| |  | ----------------
| |  | By:             
| |  | Name:           
| |  | Title:          

S-54

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| |  | KZH SOLEIL LLC
| |  | --------------
| |  | By:           
| |  | Name:         
| |  | Title:        

S-55

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| |  | VAN KAMPEN
SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
| |  | -----------------------------------------------------------------------
| |  | By:                                                                    
| |  | Name:                                                                  
| |  | Title:                                                                 

S-56

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| |  | VAN KAMPEN
SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
| |  | -----------------------------------------------------------------------------
| |  | By:                                                                          
| |  | Name:                                                                        
| |  | Title:                                                                       

S-57

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