Exhibit 10.1
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
AMENDMENT TO THIRD LIMITED
WAIVER
Dear Mr. Haggerty:
Reference is made 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 quarter ended
on March 31, 2005 and June 30,
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