MEDQUEST, INC.

Exhibit 10.1

MEDQUEST, INC.

0000 Xxxxx Xxxxx Xxxxxxx

Xxxxxxxxxx, Xxxxxxx  00000

as of August 13, 2005

Wachovia Bank, National Association

One Wachovia Center, 5th Floor

000 X. Xxxxxxx Xxxxxx, XX 0537

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000

Attn: Xxxx Xxxxxxx, Managing Director

Letter Agreement – Third Waiver

Dear Xx. Xxxxxxx:

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).

Upon execution and delivery of this Letter Agreement by the Administrative Agent and the Required Lenders, and upon satisfaction of each of the conditions set forth in the subsequent paragraph and in reliance upon the foregoing representatives and warranties, the Administrative Agent and the lenders party hereto agree that the proviso to Section 1 of the Third Amendment shall be amended by deleting the date “August 13, 2005” and inserting the date “August 31, 2005” in lieu thereof.

The foregoing amendment shall become effective upon the occurrence of each of the following:  (1) the Administrative Agent shall have been provided with evidence reasonably satisfactory to it that holders of at least a majority of the aggregate principal amount of the Senior Subordinated Notes have consented to the amendments to the Senior Subordinated Note Indenture, substantially in the form and substance as described in the consent solicitations attached to the Form 8-K; and (2) 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 on or before August 13, 2005, including, without limitation, reimbursement for all legal fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx LLP incurred by the Administrative Agent.

This 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 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]

2

	Very truly yours,
	MEDQUEST, INC.
	By:	/s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title:   Chief Financial Officer
	MQ ASSOCIATES, INC.
	By:	/s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title:   Chief Financial Officer

ACCEPTED AND

AGREED TO BY:

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent

and as a Lender

By:	/s/ C. Xxxx Xxxxxxx
Name: C. Xxxx Xxxxxxx
Title:   Director

(signatures continued on following pages)

Signature Page to Letter Agreement – Third Waiver

GENERAL ELECTRIC
CAPITAL CORPORATION, as a Lender

By:	/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title:   Duly Authorized Signatory

Signature Page to Letter Agreement – Third Waiver

INDOSUEZ CAPITAL FUNDING VI, LIMITED, as a Lender
By:		Lyon Capital Management LLC, as Collateral Manager
By:	/s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title:   Portfolio Manager

Signature Page to Letter Agreement – Third Waiver

MADISON PARK FUNDING, as a Lender
By:	/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:   Authorized Signatory

Signature Page to Letter Agreement – Third Waiver

CSAM FUNDING III, as a Lender
By:	/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:   Authorized Signatory

Signature Page to Letter Agreement – Third Waiver

LANDMARK V CDO, LTD., as a Lender
By:		Aladdin Capital Management
By:	/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title:   Director

Signature Page to Letter Agreement – Third Waiver

CHASE LINCOLN, as a Lender
By:	/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title:   Vice President

Signature Page to Letter Agreement – Third Waiver