Exhibit 10.1


 


ASSIGNMENT


This ASSIGNMENT
(this “Assignment”), is made this 16th day of April, 2007, by Viewer
Holdings LLC, a Delaware limited liability company (“Stockholder”), for
the benefit of OCM Principal Opportunities Fund IV, L.P., a Cayman Islands
exempted limited partnership (“OCM Fund”), MTS Health Investors II,
L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors,
LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS
Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”)
and Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors
II”, together with OCM Fund, MTS, Co-Investors and Co-Investors I, the “Purchasers”).


WHEREAS,
Stockholder is a party to that certain Registration Rights Agreement, dated as
of November 2, 1999, by and among Alliance Imaging, Inc., a Delaware
corporation (the “Company”), Stockholder and certain other parties
thereto (the “Registration Rights Agreement”);


WHEREAS,
Stockholder is party to that certain Stock Purchase Agreement, dated as of
March 16, 2007 (the “Stock Purchase Agreement”), by and among
Stockholder, OCM Fund and MTS, pursuant to which Stockholder has agreed to
sell, and OCM Fund and MTS have agreed to purchase, an aggregate of 24,501,505
shares (the “Shares”) of common stock, par value $0.01 per share (the “Common
Stock”), of the Company (the “Share Purchase”);


WHEREAS, MTS has
assigned its rights under the Stock Purchase Agreement with respect to
1,600,000 shares of Common Stock to Co-Investors, Co-Investors I and
Co-Investors II, and OCM Fund has assigned its rights under the Stock Purchase
Agreement with respect to 160 shares of Common Stock to Co-Investors; and


WHEREAS, in
connection with the Share Purchase, Stockholder has agreed to assign
Stockholder’s registration rights relating to the Shares under the Registration
Rights Agreement.


NOW THEREFORE, in
consideration of the premises:


1.             Stockholder hereby
assigns its rights and future obligations for all purposes under the
Registration Rights Agreement (a) with respect to the Shares to the Purchasers,
including without limitation the registration rights in connection with the
ownership of the Shares pursuant to Sections 3 and 4 of the Registration Rights
Agreement.


2.             For the avoidance of
doubt, immediately following the effectiveness hereof:


(a)           The Shares shall be
deemed to be “Registrable Securities” under the Registration Rights Agreement;
and


(b)           The Purchasers shall
each be deemed to be “Investors” and “Holders” under the Registration Rights
Agreement.


3.             Notwithstanding
anything herein to the contrary, Stockholder shall not be deemed to be
assigning any rights it may have under the Registration Rights Agreement with
respect to any shares of Common Stock it holds on the date hereof or held at
any time prior to the date hereof, other than the Shares, including without
limitation any rights under Sections 8 of the













Registration Rights
Agreement with respect to shares of Common Stock previously sold by Stockholder
pursuant to the Registration Rights Agreement.


4.             Stockholder covenants
and agrees that Stockholder will have no right to exercise any Demand
Registration at any time during which either (i) the registration statement on
Form S-3, registration number 333-122453, or any other registration statement
including Stockholder’s shares, is effective and Stockholder has the ability
to sell all of its shares of Common Stock thereunder, or (ii)
Stockholder has the ability to sell all of its shares of Common Stock
pursuant to Rule 144(k) under the Securities Act.


5.             Capitalized terms not
defined herein but defined under the Registration Rights Agreement shall have
the meanings under the Registration Rights Agreement.


6.             This Assignment shall
become effective upon Closing (as defined under the Stock Purchase Agreement).


[Signature Pages
Follow]



 2















	
  

  	
  VIEWER HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 FUND L.P., Managing

  Member

  
	
   

  	
  By:

  	
  KKR ASSOCIATES 1996 L.P., General

  Partner

  
	
   

  	
  By:

  	
  KKR 1996 GP LLC, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael W. Michelson

  	
   

  
	
   

  	
   

  	
  Name: Michael W. Michelson

  
	
   

  	
   

  	
  Title: Member

  



 


 


[Signature Page to Assignment]













 


	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  OCM PRINCIPAL OPPORTUNITIES

  	
   

  	
   

  
	
   

  	
   

  	
  FUND IV GP, L.P., its General Partner

  	
   

  	
   

  
	
  By:

  	
   

  	
  OCM PRINCIPAL OPPORTUNITIES

  	
   

  	
   

  
	
   

  	
   

  	
  FUND IV GP LTD., its General Partner

  	
   

  	
   

  
	
  By:

  	
   

  	
  OAKTREE CAPITAL MANAGEMENT, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael P. Harmon

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Michael P. Harmon

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Adam Pierce

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Adam Pierce

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Assistant Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIANCE-OAKTREE CO-INVESTORS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  OCM PRINCIPAL OPPORTUNITIES FUND GP, L.P.,

  	
   

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  	
   

  
	
  By:

  	
   

  	
  OCM PRINCIPAL OPPORTUNITIES

  	
   

  	
   

  
	
   

  	
   

  	
  FUND IV GP LTD., its General Partner

  	
   

  	
   

  
	
  By:

  	
   

  	
  OAKTREE CAPITAL MANAGEMENT, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael P. Harmon

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Michael P. Harmon

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Adam Pierce

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Adam Pierce

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Assistant Vice President

  	
   

  	
   

  



 


 


[Signature Page to
Assignment]













 


	
  MTS HEALTH INVESTORS II, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP,

  	
   

  	
   

  
	
   

  	
   

  	
  LLC, its General Partner

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP

  	
   

  	
   

  
	
   

  	
   

  	
  HOLDINGS, LLC, the Class A Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Curtis S. Lane

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Curtis S. Lane

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIANCE-MTS CO-INVESTORS I, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP

  	
   

  	
   

  
	
   

  	
   

  	
  HOLDINGS, LLC, the Class A Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Curtis S. Lane

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Curtis S. Lane

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIANCE-MTS CO-INVESTORS II, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  	
   

  
	
  By:

  	
   

  	
  MTS HEALTH INVESTORS II GP

  	
   

  	
   

  
	
   

  	
   

  	
  HOLDINGS, LLC, the Class A Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Curtis S. Lane

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Curtis S. Lane

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior Managing Director

  	
   

  	
   

  



 


 


[Signature Page to
Assignment]













 


	
  ACKNOWLEDGED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ALLIANCE IMAGING, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Eli H. Glovinsky

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Eli H. Glovinsky

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Executive Vice President, General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
  and Corporate Secretary

  	
   

  	
   

  
						



 


 


[Acknowledgement Page to
Assignment]