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EXHIBIT 2.2
AMENDMENT NO. 1 (this "AMENDMENT NO. 1") dated as of August 8, 2002,
to the RECAPITALIZATION AGREEMENT dated as of July 16, 2002, among MQ ASSOCIATES
INC., a Delaware corporation (the "COMPANY"), MQ INVESTMENT HOLDINGS, LLC, a
Delaware limited liability company (the "BUYER"), David Lang and Gene Venesky,
as the Stockholders' Representatives, and the stockholders of the Company listed
on the signature pages to the Recapitalization Agreement (each, a "STOCKHOLDER"
and, collectively, the "STOCKHOLDERS") (the "RECAPITALIZATION AGREEMENT").
WHEREAS, the Rollover Stockholders desire to increase their aggregate
post-closing ownership interests in the Company pursuant to the terms of the
Recapitalization Agreement by increasing the aggregate amount of Rollover
Shares; and
WHEREAS, the parties hereto wish to amend the Recapitalization
Agreement and certain Schedules to the Recapitalization Agreement in connection
with such increase in the Rollover Shares and to provide for such other
amendments as are provided for herein.
NOW THEREFORE, in consideration of the mutual agreements and covenants
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. DEFINITIONS. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Recapitalization Agreement.
Section 2. Amendments to the Recapitalization Agreement.
As of the date hereof, the Recapitalization Agreement shall be
amended as follows:
(a) The third "WHEREAS" clause in the preamble shall be amended by
deleting the two references therein to ".001" and replacing each of them with
".01".
(b) The sixth "WHEREAS" clause in the preamble shall be amended by
(i) deleting the figure "7,488,185" and replacing it with the figure
"7,407,963", and (ii) deleting the figure "51,057" and replacing it with the
figure "49,959".
(c) The definition of "AGGREGATE PURCHASE PRICE" in SECTION 1.1
shall be amended by deleting the figure "$108,439,385.00" and replacing it with
the figure "$107,100,000".
(d) The definition of "TA NOTE PURCHASE AMOUNT" in SECTION 1.1 shall
be deleted in its entirety and replaced with the following:
""TA NOTE PURCHASE AMOUNT" means the amount equal
to the sum of (i) the product of (A) $8,790,000
and (B) 1.01, PLUS (ii) any accrued but unpaid
interest on the TA Notes through the Closing Date,
PLUS (iii) the result of (A) the product of (1)
the Common Stock Per Share Redemption Amount and
(2) 88,608 minus (b) $886.00."
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(e) SECTION 1.3 shall be amended by (i) deleting the figure
"72,939,385" and replacing it with the figure "72,100,000", and (ii) deleting
the figure "35,500,000" and replacing it with the figure "35,000,000".
(f) All references to "Stockholders' Representative" in SECTIONS
1.9(a)(iv), 2.7(a), 5.4(b), 7.4, 7.6, 9.2(a)(ii), 9.2(d)(ii), 9.2(h), 9.2(j),
9.2(k), 9.2(l), 9.3(g), 9.3(h), 9.3(i), 10.1(c), and 11.2 and in the definition
of "CLOSING DOCUMENT" shall be deleted and replaced with "Stockholder
Representatives".
(g) SECTION 9.6 shall be amended by adding, immediately following
the last sentence thereof, the following:
"For purposes of SECTIONS 9.6 and 9.7(a) only, the execution and
delivery of the Subordinated Note Purchase Agreement and the consummation of the
transactions contemplated thereunder, including (without limitation) the
issuance and sale of the senior subordinated notes to the Initial Purchasers (as
defined therein) pursuant thereto (collectively, the "BOND FINANCING"), shall be
deemed to have taken place at the Closing, and (i) the limitation set forth in
the immediately preceding sentence shall be inapplicable with respect to any
Liability of a director or officer of the Company arising from activities
directly related to the Bond Financing and (ii) with respect to any Liability of
any director or officer in his capacity as such (whether incumbent as of the
date of this Agreement or subsequent thereto) and arising from activities
directly related to the Bond Financing, such director or officer shall be
entitled to all lawful indemnities permitted by the Delaware General Corporation
Law, including those set forth in Article VI of the Fourth Restated Charter."
(h) ANNEX A is hereby amended by adding the following:
""BOND FINANCING" has the meaning set forth in SECTION 9.6".
(i) SCHEDULE 1.4 is hereby amended and restated in its entirety as
set forth on ANNEX A hereto.
Section 3. MISCELLANEOUS.
(a) NO OTHER AMENDMENTS. The amendments set forth herein are limited
precisely as written and shall not be deemed to be an amendment to any other
term or condition of the Recapitalization Agreement or any of the documents
referred to therein. Whenever reference is made to the Recapitalization
Agreement, whether therein or in any other document, agreement or instrument
referred to therein, such reference shall be to the Recapitalization Agreement
as amended hereby. Except as expressly provided in this Amendment No. 1, the
Recapitalization Agreement remains in full force and effect in accordance with
its terms.
(b) COUNTERPARTS. This Amendment No. 1 may be executed in any number
of counterparts (including by facsimile), each of which shall constitute an
original instrument, but all of which when taken together shall constitute but
one Amendment No. 1.
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(c) GOVERNING LAW. This Amendment No. 1 will be governed by, and
construed in accordance with, the internal Laws of the State of New York
regardless of the Laws that might otherwise govern under applicable principles
of conflict of laws.
(d) NOTICES. All notices, demands, and requests of any kind to be
delivered to any party hereto in connection with this Amendment No. 1 shall be
delivered in accordance with SECTION 11.1 of the Recapitalization Agreement.
(e) HEADINGS. The headings used herein are for convenience of
reference only and shall not affect the construction of, nor shall they be taken
into consideration in interpreting, this Amendment No. 1.
(f) PARTIES IN INTEREST. This Amendment No. 1 shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Nothing is this Amendment No. 1, express or
implied, is intended to confer upon any Person other than the Company, the
Buyer, the Stockholders' Representatives and the Stockholders, or their
successors or permitted assigns, any rights or remedies under or by reason of
this Amendment No. 1.
* * * * *
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IN WITNESS WHEREOF, this Amendment No. 1 to the Recapitalization
Agreement has been duly executed as of the day and year first above written.
MQ ASSOCIATES, INC.
By: /s/ GENE VENESKY
-----------------------------------
Gene Venesky
CEO
BUYER:
MQ INVESTMENT HOLDINGS, LLC
By: J.P. MORGAN PARTNERS (BHCA), L.P.,
its Managing Member
By: JPMP MASTER FUND MANAGER, L.P.,
its General Partner
By: JPMP CAPITAL CORP.,
its General Partner
By: /s/ MITCHELL BLUTT
-----------------------------------
Mitchell Blutt
Executive Vice President
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STOCKHOLDERS:
TA/ADVENT VIII, L.P.
By: TA Associates VIII LLC,
its General Partner
By: TA Associates, Inc.,
its Manager Member
By: /s/ DAVID S.B. LANG
-----------------------------------
David S.B. Lang
Prinicpal
TA/ADVENT II ATLANTIC AND PACIFIC IV,
L.P.
By: TA Associates AP IV, L.P.,
its General Partner
By: TA Associates, Inc.,
its General Partner
By: /s/ DAVID S.B. LANG
-----------------------------------
David S.B. Lang
Prinicpal
TA INVESTORS LLC
By: TA Associates, Inc.,
its Manager
By: /s/ RICHARD D. TADLER
-----------------------------------
Richard D. Tadler
Managing Director
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TA EXECUTIVES FUND LLC
By: TA Associates, Inc.,
its Manager
By: /s/ DAVID S.B. LANG
-----------------------------------
David S.B. Lang
Prinicpal
2000 EXCHANGE PLACE FUND LLC
By: /s/ H. DAVID HENKEN
-----------------------------------
H. David Henken
Managing Member
GPH MQ PARTNERS
By: /s/ KEVIN DENNIS
-----------------------------------
Kevin Dennis
Managing Partner
GPH MQ PARTNERS II
By: /s/ KEVIN DENNIS
-----------------------------------
Kevin Dennis
Managing Partner
1998 GPH FUND, LLC
By: /s/ H. DAVID HENKEN
-----------------------------------
H. David Henken
Managing Member
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/s/ GENE VENESKY
-----------------------------------
Gene Venesky
/s/ J. KENNETH LUKE
-----------------------------------
J. Kenneth Luke
/s/ THOMAS C. GENTRY
-----------------------------------
Thomas C. Gentry
/s/ DANIEL S. SCHAEFER
-----------------------------------
Daniel S. Schaefer
/s/ MICHAEL A. VILLA
-----------------------------------
Michael A. Villa
STOCKHOLDERS' REPRESENTATIVES
By: /s/ DAVID S.B. LANG
-----------------------------------
David S.B. Lang
Prinicpal
By: /s/ GENE VENESKY
-----------------------------------
Gene Venesky
CEO
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