to Acknowledgment to Fourth Amendment
EXHIBIT A
[BLACKLINE OF CREDIT AGREEMENT]
Exhibit C to Fourth Amendment
EXHIBIT A TO FOURTH AMENDMENT
[$140,000,000]
$85,000,000
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
among
MQ ASSOCIATES, INC.,
MEDQUEST, INC.,
as Borrower,
The Several Lenders from Time to Time Parties Hereto,
JPMORGAN CHASE BANK,
as Syndication Agent,
GENERAL ELECTRIC CAPITAL CORPORATION
[and]
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as [Co-Documentation Agents]
[and]
[CONFORMED TO REFLECT MODIFICATIONS SET FORTH IN THE FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 16, 2004, THE SECOND LIMITED
WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
MARCH 30, 2005 AND THE FOURTH WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF SEPTEMBER 6, 2005]
[THIS CONFORMED COPY OF THE AMENDED AND RESTATED CREDIT AGREEMENT, AS AMENDED,
IS FOR PURPOSES OF EFFECTING THE FOURTH WAIVER AND THIRD AMENDMENT ONLY. THE
LEGALLY OPERATIVE TERMS OF SUCH CREDIT AGREEMENT, AS AMENDED, ARE AS SET FORTH
IN THE SEPARATE CREDIT AGREEMENT AND AMENDING DOCUMENTS.]
TABLE OF CONTENTS
(continued)
Page
[WACHOVIA BANK, NATIONAL ASSOCIATION,][as ]Administrative Agent
Dated as of [September 3, 2003] June 29, 2007
[J.P. MORGAN SECURITIES INC.,]
[as Sole Lead Arranger and Bookrunner]
i
TABLE OF CONTENTS
[TABLE OF CONTENTS]
[Page]
Page
SECTION 1.
DEFINITIONS
1
1.1
Defined Terms
1
1.2
Other Definitional Provisions
[26]25
SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS
26
2.1
Term Commitments
26
2.2
Procedure for Term Loan Borrowings
28
2.3
Repayment of Term Loans
28
2.4
Revolving Commitments
[29]28
2.5
Procedure for Revolving Loan Borrowing
[30]29
2.6
Swingline Commitment
[30]29
2.7
Procedure for Swingline Borrowing; Refunding of Swingline Loans
30
2.8
Commitment Fees, etc.
[32]31
2.9
Termination or Reduction of Revolving Commitments
[32]31
2.10
Optional Prepayments
[32]31
2.11
Mandatory Prepayments and Commitment Reductions
32
2.12
Conversion and Continuation Options
33
2.13
Limitations on Eurodollar Tranches
[34]33
2.14
Interest Rates and Payment Dates
[34]33
2.15
Computation of Interest and Fees
[35]34
2.16
Inability to Determine Interest Rate
[35]34
2.17
Pro Rata Treatment and Payments
35
2.18
Requirements of Law
[37]36
2.19
Taxes
[38]37
2.20
Indemnity
[39]38
2.21
Change of Lending Office
[40]39
2.22
Replacement of Lenders
[40]39
SECTION 3.
LETTERS OF CREDIT
[40]39
3.1
L/C Commitment
[40]39
3.2
Procedure for Issuance of Letter of Credit
[41]40
3.3
Fees and Other Charges
[41]40
3.4
L/C Participations
[41]40
ii
3.5
Reimbursement Obligation of the Borrower
[42]41
3.6
Obligations Absolute
[42]41
3.7
Letter of Credit Payments
42
3.8
Applications
[43]42
SECTION 4.
REPRESENTATIONS AND WARRANTIES
[43]42
4.1
Financial Condition
[43]42
4.2
No Change
[43]42
4.3
Existence; Compliance with Law
43
4.4
Power; Authorization; Enforceable Obligations
[44]43
4.5
No Legal Bar
[44]43
4.6
Litigation
[44]43
4.7
No Default
[44]43
4.8
Ownership of Property; Liens
44
4.9
Intellectual Property
[45]44
4.10
Taxes
[45]44
4.11
Federal Regulations
[45]44
4.12
Labor Matters
[45]44
4.13
ERISA
[45]44
4.14
Investment Company Act; Other Regulations
[46]45
4.15
Subsidiaries
[46]45
4.16
Use of Proceeds
[46]45