Mq Associates Inc Sample Contracts

FOURTH WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 8th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 3, 2003, among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

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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 WACHOVIA BANK,...
Credit Agreement • November 7th, 2003 • Mq Associates Inc • Services-medical laboratories • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 3, 2003, among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

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MQ ASSOCIATES, INC. AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE 12¼% Senior Discount Notes due 2012
Indenture • September 15th, 2004 • Mq Associates Inc • Services-medical laboratories • New York

INDENTURE dated as of August 24, 2004, between MQ ASSOCIATES, INC., a Delaware corporation (the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”) as Trustee.

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Contract
Employment Agreement • March 30th, 2007 • Mq Associates Inc • Services-medical laboratories • Georgia

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 29, 2007 (as amended, modified or supplemented from time to time, this “Agreement”), among BRUCE W. ELDER (the “Executive”), MEDQUEST, INC., a Delaware corporation (the “Company”), and MQ ASSOCIATES, INC., a Delaware corporation and parent entity of the Company (the “Parent”).

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MQ ASSOCIATES, INC. MEDQUEST, lNC. 4300 NORTH POINT PARKWAY ALPHARETTA, GEORGIA 30022
Stockholders’ Agreement • September 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • New York
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FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • March 29th, 2004 • Mq Associates Inc • Services-medical laboratories • New York

This Fifth Supplemental Indenture, dated as of January 14, 2004 (this “Supplemental Indenture” or “Guarantee”), among William S. Witt, Inc., a Tennessee corporation (the “Guarantor”), MedQuest, Inc. (together with its successors and assigns, the “Company”), MQ Associates, Inc. (“Holdings”), the subsidiaries of the Company party to the Indenture (as hereinafter defined) (the “Subsidiary Guarantors”) and Wachovia Bank, National Association, as Trustee under the Indenture referred to below.

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • March 29th, 2004 • Mq Associates Inc • Services-medical laboratories • New York

This Fourth Supplemental Indenture, dated as of December 17, 2003 (this “Supplemental Indenture” or “Guarantee”), among Medical Scheduling of Missouri, LLC, a Missouri limited liability company (the “Guarantor”), MedQuest, Inc. (together with its successors and assigns, the “Company”), MQ Associates, Inc. (“Holdings”), the subsidiaries of the Company party to the Indenture (as hereinafter defined) (the “Subsidiary Guarantors”) and Wachovia Bank, National Association, as Trustee under the Indenture referred to below.

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Contract
Mq Associates Inc • September 8th, 2005 • Services-medical laboratories • New York

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT BETWEEN MQ ASSOCIATES, INC. AND MQ INVESTMENT HOLDINGS II, LLC, DATED AS OF SEPTEMBER 7, 2005, AS AMENDED FROM TIME TO TIME (THE “PURCHASE AGREEMENT”), AND IS ENTITLED TO THE BENEFITS THEREOF.

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MEDQUEST, INC.
Letter Agreement • August 15th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

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”).

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Wachovia Bank, National Association One Wachovia Center, 5th Floor
Mq Associates Inc • June 30th, 2005 • Services-medical laboratories • New York

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”).

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EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture • November 13th, 2006 • Mq Associates Inc • Services-medical laboratories • New York

This Eighth Supplemental Indenture, dated as of November 9, 2006 (this “Supplemental Indenture” or “Guarantee”), among Northwest Diagnostic Imaging, Inc., a Georgia corporation (the “New Guarantor”), MedQuest, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), MQ Associates, Inc., a Delaware corporation (“Holdings”), the subsidiaries of the Company party to the Indenture (as hereinafter defined) (the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”), under the Indenture referred to below.

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Contract
Instrument of Resignation • August 22nd, 2005 • Mq Associates Inc • Services-medical laboratories

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of August 16, 2005 (this “Instrument”), among MEDQUEST, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 4300 North Point Parkway, Alpharetta, GA 30022 (the “Issuer”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, having its corporate trust office at 401 South Tryon Street, 12th Floor, Charlotte, North Carolina 28288, as resigning Trustee (the “Resigning Trustee”), and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its corporate trust office at 101 Barclay Street, New York, New York 10286, as successor Trustee (the “Successor Trustee”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 14th, 2003 • Mq Associates Inc • Services-medical laboratories • New York

This Third Supplemental Indenture, dated as of June 19, 2003 (this “Supplemental Indenture” or “Guarantee”), among Illinois Diagnostic Imaging, Inc. (the “Guarantor”), MedQuest, Inc. (together with its successors and assigns, the “Company”), MQ Associates, Inc., (“Holdings”), each other then existing subsidiary Guarantor under the Indenture referred to below, and Wachovia Bank, National Association, as Trustee under the Indenture referred to below.

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SECOND LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 30th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

THIS SECOND LIMITED WAIVER AND SECOND AMENDMENT, dated as of March 30, 2005 (the “Waiver”), to that certain Amended and Restated Credit Agreement, dated as of September 3, 2003, is made among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement defined below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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SEVENTH SUPPLEMENTAL INDENTURE
Seventh Supplemental Indenture • August 15th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

This Seventh Supplemental Indenture, dated as of August 15, 2005 (this “Supplemental Indenture”), among MedQuest, Inc. (together with its successors and assigns, the “Company”), MQ Associates, Inc. (“Holdings”), the subsidiaries of the Company party to the Indenture (as hereinafter defined) (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and Wachovia Bank, National Association, as Trustee under the Indenture referred to below. Unless otherwise specified, capitalized terms used in this Supplemental Indenture have the meanings assigned to them in the Indenture.

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STOCK OPTION AGREEMENT
Stock Option Agreement • September 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 15th, 2004 • Mq Associates Inc • Services-medical laboratories • New York

This REGISTRATION RIGHTS AGREEMENT dated as of August 24, 2004 (the “Agreement”) is entered into by and between MQ Associates, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities Inc. (“JPMorgan”) and Wachovia Capital Markets, LLC (the “Initial Purchasers”).

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Contract
Stockholders’ Agreement • March 31st, 2006 • Mq Associates Inc • Services-medical laboratories • New York

AMENDMENT NO. 2, dated as of October 24, 2005 (this “Amendment”), to the STOCKHOLDERS’ AGREEMENT, dated as of August 15, 2002, as amended by Amendment No. 1, dated as of April 28, 2005 (as so amended, the “Existing Agreement”), among MQ ASSOCIATES, INC., a Delaware corporation (the “Company”), and the stockholders of the company party thereto.

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2004 • Mq Associates Inc • Services-medical laboratories • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 16, 2004 (this “Amendment”), is made among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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Letter Agreement
Letter Agreement • September 1st, 2005 • Mq Associates Inc • Services-medical laboratories • New York

This letter agreement (the “August 31 Letter Agreement”) makes reference to that certain Letter Agreement - Third Waiver dated as of August 13, 2005 (the “August 13 Letter Agreement”) 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 August 13 Letter Agreement.

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 12th, 2007 • Mq Associates Inc • Services-medical laboratories • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of [September 3, 2003,]June 29, 2007, among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, as syndication agent (in such capacity, the “Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

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Contract
Consulting Agreement • September 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • New York

CONSULTING AGREEMENT dated as of March 14, 2005 (this “Agreement”), between MQ ASSOCIATES, INC., a Delaware corporation (the “Company”), and DONALD C. TOMASSO (the “Consultant”).

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Contract
Stockholders’ Agreement • September 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • New York

AMENDMENT NO. 1 dated as of April 28, 2005 (this “Amendment”), to the STOCKHOLDERS’ AGREEMENT, dated as of August 15, 2002 (as amended, modified, supplemented, or restated from time to time, the “Original Agreement”), among MQ ASSOCIATES, INC. a Delaware corporation (the “Company”), and the stockholders of the company signatory thereto.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 15th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

This First Supplemental Indenture, dated as of August 15, 2005 (this “Supplemental Indenture”), between MQ Associates, Inc. (the “Company”) and Wachovia Bank, National Association, as Trustee under the Indenture referred to below. Unless otherwise specified, capitalized terms used in this Supplemental Indenture have the meanings assigned to them in the Indenture.

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Contract
Consulting Agreement • September 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • New York

CONSULTING AGREEMENT dated as of March 14, 2005 (this “Agreement”), between MQ ASSOCIATES, INC., a Delaware corporation (the “Company”), ARGUS MANAGEMENT CORP. (the “Consultant”) and JOHN HAGGERTY (“Haggerty”).

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LIMITED WAIVER AND AGREEMENT
Limited Waiver and Agreement • February 15th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

THIS LIMITED WAIVER AND AGREEMENT, dated as of February 14, 2005 (this “Agreement”), is made among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 7, 2005 BETWEEN MQ ASSOCIATES, INC. AND MQ INVESTMENT HOLDINGS II, LLC
Securities Purchase Agreement • September 8th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

SECURITIES PURCHASE AGREEMENT dated as of September 7, 2005, between MQ ASSOCIATES, INC., a Delaware corporation (the “Company”) and MQ INVESTMENT HOLDINGS II, LLC, a Delaware limited liability company (the “Purchaser”).

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Contract
Stockholders’ Agreement • May 12th, 2006 • Mq Associates Inc • Services-medical laboratories • New York

AMENDMENT NO. 3, dated as of May 12, 2006 (this “Amendment”), to the STOCKHOLDERS’ AGREEMENT, dated as of August 15, 2002, as amended by Amendment No. 1, dated as of April 28, 2005 and Amendment No. 2, dated as of October 24, 2005 (as so amended, the “Existing Agreement”), among MQ ASSOCIATES, INC., a Delaware corporation (the “Company”), and the stockholders of the company party thereto.

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Contract
Instrument of Resignation • August 22nd, 2005 • Mq Associates Inc • Services-medical laboratories • Minnesota

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of August 16, 2005 (this “Instrument”), among MQ ASSOCIATES, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 4300 North Point Parkway, Alpharetta, GA 30022 (the “Issuer”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, having its corporate trust office at 401 South Tryon Street, 12th Floor, Charlotte, North Carolina 28288, as resigning Trustee (the “Resigning Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, having its corporate trust office at Sixth Street and Marquette Avenue, MAC N9303-120, Minneapolis, Minnesota 55479, as successor Trustee (the “Successor Trustee”).

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Medical Office Building Lease
Mq Associates Inc • November 13th, 2006 • Services-medical laboratories
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MQ ASSOCIATES, INC. AND
Execution • January 18th, 2008 • Mq Associates Inc • Services-medical laboratories • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 15, 2008 (this “Supplemental Indenture”), is by and between MQ Associates Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association (as successor to Wachovia Bank, National Association), as trustee (the “Trustee”).

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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
Letter Agreement • July 29th, 2005 • Mq Associates Inc • Services-medical laboratories • New York
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MQ ASSOCIATES, INC. MEDQUEST, INC. 4300 NORTH POINT PARKWAY ALPHARETTA, GEORGIA 30022
Mq Associates Inc • September 22nd, 2005 • Services-medical laboratories • New York
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THIRD LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2005 • Mq Associates Inc • Services-medical laboratories • New York

THIS THIRD LIMITED WAIVER, dated as of May 13, 2005 (the “Waiver”), to that certain Amended and Restated Credit Agreement, dated as of September 3, 2003, is made among MQ ASSOCIATES, INC., a Delaware corporation (“Holdings”), MEDQUEST, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement defined below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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