EXECUTION


Exhibit 4.1


MQ
ASSOCIATES, INC.


 


AND


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION 

(AS SUCCESSOR TO WACHOVIA BANK, NATIONAL ASSOCIATION)

as
Trustee


 






SUPPLEMENTAL
INDENTURE


 


Dated
as of January 15, 2008



to



Indenture



Dated as of August 24, 2004



121⁄4% SENIOR DISCOUNT NOTES DUE 2012


 


 

















THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 15, 2008 (this “Supplemental
Indenture”), is
by and between MQ Associates Inc., a
Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association (as
successor to Wachovia Bank, National Association), as trustee (the “Trustee”).


WHEREAS, the Issuer and the Trustee have entered into that certain
Indenture dated as of August 24, 2004 (as amended by the First
Supplemental Indenture dated as of August 15, 2005, the “Indenture”), providing for the issuance of 121⁄4%
Senior Discount Notes due 2012
(the “Notes”);


WHEREAS,
the Issuer originally issued $136.0 million in aggregate principal amount at
maturity of the Notes;


WHEREAS,
Section 9.2 of the Indenture provides that the Indenture may be amended
with the consent of the Holders of a majority in principal amount at maturity
of the Notes then outstanding (including without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for,
Notes);


WHEREAS,
the Issuer desires and has requested the Trustee to join with it in entering
into this Supplemental Indenture for the purpose of amending the Indenture in
certain respects as permitted by Section 9.2 of the Indenture;


WHEREAS,
the execution and delivery of this Supplemental Indenture has been authorized
by the Board of Directors of the Issuer;


WHEREAS,
(1) the Issuer has received the consent of the Holders of a majority in
principal amount at maturity of the outstanding Notes and have satisfied all
other conditions precedent, if any, provided under the Indenture to enable the
Issuer and the Trustee to enter into this Supplemental Indenture, all as
certified by an Officers’ Certificate, delivered to the Trustee simultaneously with
the execution and delivery of this Supplemental Indenture as contemplated by Section 9.6
of the Indenture, and (2) the Issuer has delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture
an Opinion of Counsel relating to this Supplemental Indenture as contemplated
by Section 9.6 of the Indenture; and


NOW,
THEREFORE, in consideration of the above premises, each party hereby agrees,
for the benefit of the others and for the equal and ratable benefit of the Holders
of the Notes, as follows:


ARTICLE I



DEFINITIONS


 


Section 1.1                                   Deletion of Definitions and Related
References.  Section 1.1 of the Indenture
is hereby amended to delete in their entirety all terms and their respective
definitions for which all references are eliminated in the Indenture as a
result of the amendments set forth in Article II of this Supplemental
Indenture and all cross references to the provisions or definitions in the
Indenture that have been deleted as a result of this Supplemental Indenture.


ARTICLE II



AMENDMENTS TO INDENTURE


 


Section 2.1                                   Amendments to the Indenture.  The Indenture is
hereby amended by:


 


(i)                                     deleting
the following sections of the Indenture and all references thereto in the
Indenture in their entirety:


 


Section 3.2
(SEC
Reports)


Section 3.3
(Limitation
on Indebtedness)


Section 3.4
(Limitation
on Restricted Payments)


 


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Section 3.5
(Limitations
on Liens)


Section 3.6
(Limitation
on Restrictions on Distributions from Restricted Subsidiaries)


Section 3.7
(Limitation
on Sales of Assets and Subsidiary Stock)


Section 3.8  (Limitation on Affiliate Transactions)


Section 3.9
(Change
of Control)


Section 3.10
(Limitation
on Sale of Capital Stock of Restricted Subsidiaries)


Section 3.11
(Future
Subsidiary Guarantors)


Section 3.12
(Limitation
on Lines of Business)


Section 3.13
(Maintenance
of Office or Agency)


Section 3.15
(Payment
of Taxes and Other Claims)


Section 3.17
(Compliance
Certificate)


Section 3.18
(Further
Instruments and Acts)


Section 3.19
(Statement
by Officers as to Default)


Sections
4.1(2), 4.1(3), 4.1(5), 4.1(A)(ii), 4.1(A)(iii) and 4.1(B) (Merger
and Consolidation)


Sections 6.1(3), 6.1(4), 6.1(5), 6.1(6), 6.1(8) and
6.1(9) (Events of Default)


ARTICLE III



MISCELLANEOUS PROVISIONS


 


Section 3.1                                   Indenture.  Except as amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered under the Indenture shall
be bound by the Indenture as amended hereby. 
Subject to Section 10.1 of the Indenture, in the case of conflict
between the Indenture and this Supplemental Indenture, the provisions of this
Supplemental Indenture shall control.


Section 3.2                                   Severability.  In
case any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


Section 3.3                                   Capitalized
Terms.  Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture.


Section 3.4                                   Effect
of Headings.  The Article and Section headings used
herein are for convenience only and shall not affect the construction of this
Supplemental Indenture.


Section 3.5                                   Trustee
Makes No Representations.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


Section 3.6                                   Certain
Duties and Responsibilities of the Trustee.  In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.


Section 3.7                                   Governing
Law.  THIS SUPPLEMENTAL INDENTURE
AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit
to the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of, or relating to, this Supplemental Indenture or the
Notes.


Section 3.8                                   Counterparts.  The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent one and the same agreement.


 


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Section 3.9                                   Successors.  All agreements of the
Issuer and the Trustee in this Supplemental Indenture and the Notes shall bind
their respective successors.


Section 3.10                            Effectiveness.  This
Supplemental Indenture shall be effective upon execution hereof by the Company
and the Trustee; provided, however, that the provisions of Articles I and II of
this Supplemental Indenture shall be operative at the time MQ Associates
accepts for purchase at least a majority in aggregate principal amount at
maturity of the outstanding Notes issued under the Indenture.


Section 3.11                            Endorsement and Change of Form of Notes.  Any Notes authenticated and delivered after
the close of business on the date that this Supplemental Indenture becomes
effective may be affixed to, stamped, imprinted or otherwise legended by the
Trustee, with a notation as follows:


“Effective as of January 15, 2008, the restrictive covenants of
the Issuer and certain of the Events of Default have been eliminated, as
provided in the Second Supplemental Indenture, dated as of January 15,
2008.  Reference is hereby made to said
Second Supplemental Indenture, copies of which are on file with the Trustee,
for a description of the amendments made therein.”


 


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IS INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Second Supplemental Indenture to be duly
executed as of the day and year written above.


 




	
   

  	
   

  	
  MQ ASSOCIATES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Todd E. Andrews

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Todd E. Andrews

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							






 


 




	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph P. O’Donnell

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President