Exhibit 10.1


 


MEDQUEST, INC.


4300 North Point Parkway


Alpharetta, Georgia  30022


 


 


as of August 13,
2005


 


 


Wachovia Bank, National
Association


One Wachovia Center, 5th
Floor


301 S. College Street, NC
0537


Charlotte, North Carolina
28288-0537


Attn: Mark Hedrick,
Managing Director


 


Letter Agreement – Third Waiver


 


Dear Mr. Hedrick:


 


This letter agreement
(the “Letter Agreement”) makes reference to that certain Amended and Restated Credit Agreement, dated as of September 3,
2003 (as amended, supplemented, restated or otherwise modified from time to
time, the “Credit Agreement”), among MQ ASSOCIATES, INC., a Delaware
corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”), and
WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”).


 


Reference is also made to
that certain Third Limited Waiver dated as of May 13, 2005 (as amended or
otherwise modified from time to time, the “Third Waiver”) among
Holdings, the Borrower, the Lenders party thereto and the Administrative
Agent.  Capitalized terms used herein
without definition shall have the meanings given to them in the Third Waiver.


 


Holdings and the Borrower
hereby represent and warrant to the Administrative Agent and the Lenders that (a) certain
of the Equity Investors (as defined in the press release (the “Press Release”)
attached as an exhibit to the Current Report on Form 8-K filed by Holdings
with the SEC on July 29, 2005 (the “Form 8-K”)) have
represented to Holdings that they intend to make the Additional Equity
Investment (as defined in the Press Release) upon satisfaction of the
conditions to the consent solicitations referred to in the Press Release and (b) neither
the Borrower nor Holdings has any knowledge of any fact or condition that would
terminate or materially modify the intent of the Equity Investors to make the
Additional Equity Investment as described in the foregoing clause (a).


 





















 


Upon execution and
delivery of this Letter Agreement by the Administrative Agent and the Required
Lenders, and upon satisfaction of each of the conditions set forth in the
subsequent paragraph and in reliance upon the foregoing representatives and
warranties, the Administrative Agent and the lenders party hereto agree that
the proviso to Section 1 of the Third Amendment shall be amended by
deleting the date “August 13, 2005” and inserting the date “August 31,
2005” in lieu thereof.


 


The foregoing amendment shall
become effective upon the occurrence of each of the following:  (1) the Administrative Agent shall have
been provided with evidence reasonably satisfactory to it that holders of at
least a majority of the aggregate principal amount of the Senior Subordinated
Notes have consented to the amendments to the Senior Subordinated Note
Indenture, substantially in the form and substance as described in the consent
solicitations attached to the Form 8-K; and (2) the Administrative Agent
shall have been paid or reimbursed for all fees and expenses due and owing to
the Administrative Agent to the extent invoiced on or before August 13, 2005,
including, without limitation, reimbursement for all legal fees and expenses of
Morgan, Lewis & Bockius LLP incurred by the Administrative Agent.


 


This Letter Agreement shall
be construed in accordance with the laws (without regard to the conflict of
laws provisions) of the State of New York, but giving effect to federal laws
applicable to national banks.


 


This Letter Agreement may
be executed by one or more of the parties on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page of
this Letter Agreement by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.


 


[Remainder
of page left blank intentionally]


 


2





















 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  MEDQUEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Haggerty

  	
   

  
	
   

  	
  Name: John
  Haggerty

  
	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MQ ASSOCIATES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Haggerty

  	
   

  
	
   

  	
  Name: John
  Haggerty

  
	
   

  	
  Title:   Chief Financial Officer

  



 


 


ACCEPTED AND


AGREED TO BY:


 


WACHOVIA
BANK, NATIONAL


ASSOCIATION,
as Administrative Agent


and as a Lender


 


	
  By:

  	
   /s/ C. Mark Hedrick

  	
   

  
	
  Name: C. Mark
  Hedrick

  
	
  Title:   Director

  



 


(signatures continued on following pages)


 


Signature Page to Letter Agreement – Third
Waiver


 





















 


GENERAL ELECTRIC

CAPITAL CORPORATION, as a Lender


 


 


	
  By:

  	
   /s/ John Dale

  	
   

  
	
  Name: John Dale

  
	
  Title:   Duly Authorized Signatory

  



 


 


Signature Page to Letter Agreement – Third
Waiver


 





















 


	
  INDOSUEZ CAPITAL
  FUNDING VI, LIMITED, as a Lender

  	
   

  
	
   

  	
   

  
	
   

  
	
  By:

  	
  Lyon Capital
  Management LLC, as Collateral Manager

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Alexander B. Kenna

  	
   

  
	
  Name: Alexander
  B. Kenna

  
	
  Title:   Portfolio Manager

  
					



 


Signature Page to Letter Agreement – Third
Waiver


 





















 


	
  MADISON PARK
  FUNDING, as a Lender

  
	
   

  
	
   

  
	
  By:

  	
   /s/ David H. Lerner

  	
   

  
	
  Name: David H.
  Lerner

  
	
  Title:   Authorized Signatory

  



 


Signature Page to Letter Agreement – Third
Waiver


 





















 


	
  CSAM FUNDING
  III, as a Lender

  
	
   

  
	
   

  
	
  By:

  	
   /s/ David H. Lerner

  	
   

  
	
  Name: David H.
  Lerner

  
	
  Title:   Authorized Signatory

  



 


Signature Page to Letter Agreement – Third
Waiver


 





















 


	
  LANDMARK V CDO,
  LTD., as a Lender

  
	
   

  
	
   

  
	
  By:

  	
  Aladdin Capital
  Management

  
	
   

  
	
   

  
	
  By:

  	
   /s/ William S. Lutkins

  	
   

  
	
  Name: William S.
  Lutkins

  
	
  Title:   Director

  
				



 


Signature Page to Letter Agreement – Third
Waiver


 





















 


	
  CHASE LINCOLN,
  as a Lender

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert
  Anastasio

  	
   

  
	
  Name: Robert
  Anastasio

  
	
  Title:   Vice President

  



 


Signature Page to Letter Agreement – Third
Waiver