0001047469-04-028812 Sample Contracts

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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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”).

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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