Exhibit 10.37


 


AMENDMENT NO. 2, dated as of October
24, 2005 (this “Amendment”), to the STOCKHOLDERS’ AGREEMENT,
dated as of August 15, 2002, as amended by Amendment No. 1, dated as of April
28, 2005 (as so amended, the “Existing Agreement”), among MQ ASSOCIATES, INC., a Delaware corporation (the “Company”),
and the stockholders of the company party thereto.


 


By executing and delivering this Amendment,
the undersigned hereby agree as set forth below.  Capitalized terms used but not defined herein
shall have the respective meanings given to them in the Existing Agreement.


 


Section
1.              Amendments.


 


Section 3.1(a) of the Existing Agreement
shall be amended and restated in its entirety to read as set forth below.


 


“3.1        Election
of Directors, Voting.


 


(a)           Each
holder of Stockholder Shares hereby covenants and agrees to vote all of his,
her or its Stockholder Shares (i) to cause the number of directors constituting
the Board to be six (6) and (ii) to cause the Company to comply with all
obligations under the Documents.  At each
annual meeting of the holders of any class of Stockholder Shares, and at each
special meeting of the holders of any class of Stockholder Shares called for
the purpose of electing directors of the Company, and at any time at which
holders of any class of Stockholder Shares shall have the right to, or shall,
vote for or consent in writing to the election of directors of the Company,
then, and in each such event, the holders of Stockholder Shares shall vote all
of the Stockholder Shares owned by them for, or consent in writing with respect
to such shares in favor of, the election of a Board constituted as follows:


 


(i)            three
(3) representatives designated by the Requisite Investor Holders, which
designees shall initially be Benjamin B. Edmands, Mitchell J. Blutt, M.D. and Stephen
Murray;


 


(ii)           one
(1) representative designated by JPMP Global Investors, which designee shall
initially be Nancy-Ann DeParle;


 


(iii)          one
(1) representative designated by the Requisite Holders (which, for purposes of
this paragraph (iii) only, shall not include Daniel Schaefer and Michael
Villa), which representative shall be knowledgeable in the Company’s industry
and shall not be an employee of the Company or any of its Subsidiaries; and


 


(iv)          one
representative who shall be the Chief Executive Officer of the Company (the “CEO
Director”) for such period as he or she shall hold such


 

















 


office; the CEO Director shall initially be C. Christian Winkle.”


 


Section
2.              No other Amendments
or Waivers.


 


Except as modified by this Amendment,
the Existing Agreement shall remain in full force and effect, enforceable in
accordance with its terms.  This
Amendment is not a consent to any waiver or modification of any other terms or
conditions of the Existing Agreement or any of the instruments or documents
referred to in the Existing Agreement and shall not prejudice any right or
rights which the parties thereto may now or hereafter have under or in
connection with the Existing Agreement or any of the instruments or documents
referred to therein.


 


Section 3.              Effectiveness; Counterparts


 


This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by the
Company and the Requisite Holders (by facsimile or otherwise) to the other
party, it being understood that all parties need not sign the same
counterpart.  Any counterpart or other
signature to this Amendment that is delivered by facsimile shall be deemed for
all purposes as constituting good and valid execution and delivery by such
party of this Amendment.


 


Section 4.              Governing Law.


 


This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to any choice or conflict of law provision or rule
(whether in the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.


 


*******


 

















 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment No. 2 to the Existing Agreement
as of the date first above written.


 


	
   

  	
  MQ ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Donald C. Tomasso

  
	
   

  	
   

  	
  Name: Donald C. Tomasso

  
	
   

  	
   

  	
  Title: Interim Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MQ INVESTMENT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  J.P. Morgan Partners (BHCA), L.P.,

  
	
   

  	
   

  	
    its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JPMP Master Fund Manager, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JPMP Capital Corp.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Jonathan Lynch

  
	
   

  	
   

  	
  Name: Jonathan Lynch

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  MQ INVESTMENT HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Jonathan Lynch

  
	
   

  	
   

  	
  Name: Jonathan Lynch

  
	
   

  	
   

  	
  Title: Partner

  



 


 


[Signature Page to Stockholders’ Agreement, Amendment No. 2]


 

















 


	
   

  	
  FOR PURPOSES OF SECTION 3.1 ONLY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL

  INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JPMP Global Investors, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JPMP Capital Corp.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ Jonathan Lynch

  
	
   

  	
   

  	
  Name: Jonathan Lynch

  
	
   

  	
   

  	
  Title: Partner

  



 

















 


	
   

  	
   

  	
       /S/ Michael
  A. Villa

  
	
   

  	
   

  	
  Name: Michael A. Villa