Exhibit 10.1


 


EXECUTION VERSION


 


Wachovia
Bank, National Association

One Wachovia Center, 5th Floor

301 S. College Street, NC 0537

Charlotte, North Carolina 28288-0537


 


as of June 30,
2005


 


MedQuest, Inc.


4300 North Point Parkway


Alpharetta, Georgia 30022


Attn:       John Haggerty


 Chief Financial
Officer


 


RESTATED AMENDMENT
TO THIRD LIMITED WAIVER


 


Dear Mr. Haggerty:


 


This Restated Amendment
to Third Limited Waiver (this “Restated 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 (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.


 


The parties hereby agree
that, upon the occurrence of the Effective Date (as defined below) hereof:


 


(a)           Section 1(i)(II) of the Third
Waiver is hereby deleted in its entirety and the following new Section 1(i)(II)
shall be inserted in lieu thereof:


 


“(II) one or more
Defaults and/or Events of Default that have occurred and may be continuing, or
that may occur, with respect to (x) the covenants contained in Section 7.1
of the Credit Agreement as of and for the period ended June 30, 2005, (y) the
covenants to deliver a copy of the unaudited consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as at the end of the fiscal


 


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quarter ended on March 31,
2005 and June 30, 2005, and the related unaudited consolidated statements
of income and cash flows for such fiscal quarters and the portions of the
fiscal year through the end of such fiscal quarters, within 45 days after the
end of such fiscal quarters, as required by Section 6.1(b) of the
Credit Agreement, and/or (z) the failure to give notice of any such Default
and/or Event of Default listed in clauses (x) and (y) or any representation or
warranty made or deemed made by Holdings and the Borrower that no such Default
and/or Event of Default has occurred ((I) and (II), collectively, the “Third
Waiver Specified Defaults”) and” ;


 


(b)           the proviso to Section 1 of the
Third Waiver shall be amended by deleting the date “June 30, 2005” and inserting
the date “August 13, 2005” in lieu thereof; and


 


(c)           Section 2 of the Third Waiver
shall be amended by deleting the reference to “Section 2(a)” appearing
therein and inserting a reference to “Section 1” in lieu thereof.


 


This Restated Letter Agreement shall become effective
upon the occurrence of each of the following (the “Effective Date”):  (a) the Administrative Agent shall have
received a duly executed counterpart of this letter agreement from Holdings, the
Borrower and the Required Lenders; and (b) 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 prior to July 29, 2005, including, without
limitation, reimbursement for all legal fees and expenses of Morgan, Lewis &
Bockius LLP incurred by the Administrative Agent.


 


Nothing in this Restated Letter Agreement shall be
construed as a waiver or modification of, any other term or condition of the
Credit Agreement or any of the instruments or agreements referred to therein or
to prejudice the right or rights which the Administrative Agent or the Lenders
may now have or may have in the future under or in connection with the Credit
Agreement or any of the instruments or agreements referred to therein.  The Credit Agreement and all of the other
related documents, agreements and instruments shall remain in full force and
effect and are hereby ratified and confirmed in all respects.


 


This Restated Letter
Agreement supersedes in its entirety the Amendment to Third Limited Waiver
dated as of June 30, 2005 among the Borrower, Holdings, the Administrative
Agent and the Required Lenders.


 


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This Restated 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 Restated 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]


 


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Please acknowledge receipt of this Restated Letter
Agreement and confirm your consent to the foregoing by signing below, and
returning a copy of this Restated Letter Agreement to Lauren A. Scher, Esq.
at Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York
10178 by 5:00 p.m., New York City time, on July 29,
2005.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as Administrative Agent

  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Berk

  	
   

  
	
   

  	
  Name:  Matthew
  Berk

  
	
   

  	
  Title:    Authorized
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND

  AGREED TO BY:

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  
							



 


(signatures
continued on following pages)


 


Signature Page to Restated Amendment
to Third Waiver


 





















 


WACHOVIA BANK, N.A., as a Lender


 


	
  By:

  	
  /s/ Matthew Berk

  	
   

  
	
  Name:  Matthew
  Berk

  
	
  Title:   
  Authorized Officer

  



 





















 


	
  CHASE LINCOLN FIRST

  COMMERCIAL CORPORATION,
 as a Lender

  
	
   

  
	
  By:

  	
  /s/ Dawn Lee Lum

  	
   

  
	
  Name:  Dawn Lee Lum

  
	
  Title:   Director

  



 





















 


	
  GENERAL ELECTRIC

  CAPITAL CORPORATION,
 as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brent A. Shepherd

  	
   

  	
   

  
	
  Name: Brent A. Shepherd

  	
   

  
	
  Title:  Duly Authorized Signatory

  	
   

  
				



 





















 


	
  UBS AG, STAMFORD
  BRANCH,
 as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Wilfred V. Saint

  	
   

  	
   

  
	
  Name:  Wilfred V. Saint

  	
   

  
	
  Title:   Director,
  Banking

  	
   

  
	
   

  	
  Products Services, US

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Barbara Ezell -
  McMichael

  	
   

  	
   

  
	
  Name: Barbara Ezell -
  McMichael

  	
   

  
	
  Title:   Associate Director, Banking Products

  	
   

  
	
   

  	
  Services, US