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).
