Exhibit 10.2


 


Kohlberg Kravis Roberts
& Co., L.P.


2800 Sand Hill Road


Menlo Park, CA
94025


April
16, 2007


Alliance Imaging, Inc.


1900 S. State College Blvd., Suite 600


Anaheim, California 92806


Ladies and Gentlemen:


Reference is made
to that certain letter agreement, dated as of November 2, 1999 (the “Letter
Agreement”), between Alliance Imaging, Inc., a Delaware corporation (the “Company”),
and Kohlberg Kravis Roberts & Co., L.P. (“KKR”).  Reference is further made to that certain
Stock Purchase Agreement, dated as of March 16, 2007 (the “Stock Purchase
Agreement”), by and among Viewer Holdings LLC, a Delaware limited liability
company and an affiliate of KKR (the “Seller”), OCM Principal
Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership (“OCM
Fund”), and MTS Health Investors II, L.P., a Delaware limited partnership
(together with OCM Fund, the “Purchasers”), relating to the sale by the
Seller to the Purchasers of 24,501,505 shares of Common Stock, par value $0.01,
of the Company, and to Section 6.2(f) of the Stock Purchase Agreement, pursuant
to which it is a condition to the Purchasers’ obligation to purchase such
shares that KKR and the Company have entered into this Letter Agreement
amendment.  Capitalized terms used but
not defined herein have the meanings assigned to them in the Letter Agreement.


This Letter Agreement
amendment serves to confirm our understanding and agreement as follows:


1.             From and after the Closing (as
defined in the Stock Purchase Agreement), (a) no payment obligations shall
accrue under Section 1 or Section 3 of the Letter Agreement; provided, however,
the foregoing shall not be deemed to apply with respect to unpaid fees and
expenses accrued prior to Closing in an amount not in excess of $475,000 (the “Unpaid
Fees & Expenses”), and nothing in this Letter Agreement amendment shall
be deemed to affect the Company’s obligation to pay to KKR the Unpaid Fees and
Expenses; and (b) KKR shall have no further performance obligations pursuant to
Section 1 of the Letter Agreement.


2.             The Company shall not have any
indemnification or contribution obligation pursuant to Section 4 of the Letter
Agreement with respect to any actions or inactions of any Indemnified Party
occurring after the Closing.  For the
avoidance of doubt, the foregoing shall not be deemed to affect the obligations
of the Company pursuant to Section 4 of the Letter Agreement (a) arising prior
to the Closing, (b) with respect to any activity contemplated by the Letter
Agreement or KKR’s retention pursuant to, and KKR’s affiliates’ performance of
the services contemplated by, the Letter Agreement, in each case prior to the Closing,
or (c) otherwise with respect to any actions or inactions of any Indemnified
Party prior to the Closing.











3.             Upon the Closing, Sections 2, 8, 9
and 13 of the Letter Agreement shall terminate.


4.             Sections 5, 6, 7, 10, 11 and 12 of
the Letter Agreement shall survive the Closing in their entirety.


5.             This Letter Agreement amendment shall
be effective upon the Closing.


[Signature Page Follows]











 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  KOHLBERG KRAVIS ROBERTS & CO., L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael W. Michelson

  	
   

  
	
   

  	
  Name:

  	
  Michael W. Michelson

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ALLIANCE IMAGING, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eli H. Glovinsky

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Eli H. Glovinsky

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  	
   

  
	
   

  	
  and Corporate Secretary

  	
   

  	
   

  
						



[Signature Page to Letter Agreement Amendment]