exv10w1





Exhibit 10.1 

SETTLEMENT AGREEMENT AND GENERAL RELEASE




     THIS SETTLEMENT AGREEMENT (“Agreement”) is made and entered into by and between MedQuist Inc.
and MedQuist Transcriptions, Ltd. (collectively, “MedQuist”), and Ronald Scarpone, John Suender,
Brian Kearns, and Michael Clark (the “Individual Defendants,” and together with MedQuist
collectively referred to herein as the “Defendants”), on the one hand, and South Broward Hospital
District, Partners HealthCare System, Inc., NorthBay HealthCare Group, Riverside Healthcare System,
LP d/b/a Riverside Community Hospital, West Hills Hospital d/b/a West Hills Hospital and Medical
Center, HCA Management Services, LP on behalf of the HCA Affiliates (as specified in Attachment A
hereto), St. Luke’s Regional Medical Center, Ltd., an Idaho non-profit corporation, Palisades
Medical Center, Mt. Sinai Medical Center of Florida, Inc., Ascension Health, Bayonne Medical
Center, Bon Secours Health System, Inc., and University of Colorado Hospital, (collectively the
“Settling Plaintiffs”), on the other hand. MedQuist, the Individual Defendants, and the Settling
Plaintiffs are each individually referred to herein as a “Party,” and collectively as the
“Parties.” This Agreement shall become binding and effective on the date it is fully executed by
all Parties and their counsel (the “Effective Date”).



1. Recitals




     1.1. There is now pending in the United States District Court, District of New Jersey, an
action entitled South Broward Hospital District et al. v. MedQuist Inc. et al., Case No.
1:05-cv-2206-JBS-AMD (the “Action”).



     1.2. Plaintiffs filed the Action against MedQuist and the Individual Defendants on behalf of
themselves individually and on behalf of a putative class of MedQuist customers, alleging that
Defendants over-billed Plaintiffs for medical transcription services provided to Plaintiffs and the
putative class by MedQuist. In the Third Amended Complaint (the “Complaint”), Plaintiffs purport to
state causes of action for fraud in the inducement of the arbitration clause of its medical
transcription contracts, fraud in the inducement of the entire contracts, fraud, unfair and
deceptive business practices, demand for accounting, unjust enrichment, negligent misrepresentation
and supervision, and violation of RICO statutes. MedQuist and the Individual Defendants denied the
material allegations of the Action. No class has been certified in the Action.



     1.3. Any and all claims that were or could have been asserted in the Action, including the
Complaint and defenses thereto, and any and all issues arising out of or relating to MedQuist’s
billing and invoicing of the Settling Plaintiffs, are collectively referred to herein as the
“Dispute.”



     1.4. The Parties have reached an agreement in principle on the terms of a complete and final
resolution of the Dispute as, by and among MedQuist, the Individual Defendants, and the Settling
Plaintiffs.



 









 





2. Agreement




     In consideration of the recitals above, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:



     2.1. Settlement Payment. MedQuist agrees to pay the total sum of $7,519,556.54 (the
“Settlement Payment”), by wire transfer payable to Greenberg Traurig LLP, counsel for the Settling
Plaintiffs to the account listed in Attachment B in accordance with the instructions set forth
therein. The Settlement Payment shall be due within three (3) business days of the Effective Date.
Greenberg Traurig LLP shall be solely responsible for determining the allocation of and
distributing the Settlement Payment to and among the Settling Plaintiffs. Neither MedQuist nor any
of the Individual Defendants shall have any responsibility or liability with respect to the
payment, allocation, or distribution of any sum to any of the individual Settling Plaintiffs. To
the extent that any disputes may arise between or among the Settling Plaintiffs regarding
distribution of the Settlement Payment, such disputes shall be resolved solely by and among the
Settling Plaintiffs and Greenberg Traurig LLP and shall not forestall or otherwise impact or affect
the Effective Date of this Agreement and/or the General Releases contained in Section 3.



     2.2. Stipulation of Voluntary Dismissal of Action. Upon execution of this Agreement by
all Parties, counsel for the Settling Plaintiffs shall promptly prepare and file a stipulation for
voluntary dismissal with prejudice pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii) of
all individual and class claims in the Action against MedQuist and all Individual Defendants, and
the Parties shall execute all other documents necessary to effectuate Court approval of the
dismissal of the Action. The stipulation shall reference this Agreement though this Agreement shall
not be attached thereto. The Parties agree that the Court shall retain continuing jurisdiction over
implementation of this Agreement.



     2.3. Cooperation and Notice of Request for Information. Except as may be required to
cooperate with an official investigation by state or federal agencies or officers, the Settling
Plaintiffs agree to give MedQuist notice pursuant to Section 7.11 of any request to discuss or
provide testimony, or any document request or subpoena to produce documents, related to the subject
matter of this Agreement and/or the underlying Action or Dispute. Such notice shall be given in
writing within five (5) business days of the receipt by their respective general counsel’s office
of the initial request for information, and except as might be otherwise expressly required by law,
no information covered under this Section 2.3 shall be disclosed earlier than ten (10) business
days after written notice to MedQuist of such request. Nonetheless, each and every Party may
disclose, without condition or qualification, any such document or information (i) as may be
required in connection with any proceeding in which such Party is a debtor in a case under title
11, United States Code, or (ii) to its general counsel’s office, outside counsel, auditor, or
accountant, provided that any such person shall be informed of and agree to hold any such document
or information confidential and not to disclose further except as provided in this Section 2.3.



 









 





3. General Releases




     Immediately upon payment of the Settlement Payment by MedQuist as set forth in Section 2.1,
and subject to the provisions of this Agreement, the following general releases shall become
binding and enforceable:



     3.1 Matters Released by the Settling Plaintiffs. Except as to such rights or claims
as may be created by this Agreement, including Section 7.13, the Settling Plaintiffs, and all
related and/or associated facilities and affiliates (including all facilities and affiliates
identified in Attachment A hereto), and all of their respective divisions, joint venturers,
parents, subsidiaries, predecessor and successor corporations,1 and all past and present
partners, directors, officers, shareholders, agents, servants, employees, representatives, assigns,
heirs, successors in interest, predecessors in interest, administrators, adjustors and attorneys,
hereby release, remise and forever discharge MedQuist, including its respective divisions,
affiliates, parents, subsidiaries, predecessor and successor corporations, and past and present
partners, directors, officers, shareholders, agents, servants, employees, representatives, assigns,
heirs, successors in interest, predecessors in interest, administrators, adjustors and attorneys,
including without limitation, the Individual Defendants, from any and all claims, demands, causes
of action, obligations under any implied covenant of good faith and fair dealing, damages and
liabilities heretofore or hereafter arising out of, connected with or incidental to the Action
and/or the Dispute. Each of the Settling Parties agree to defend, indemnify, and hold Defendants
harmless against any and all Released Claims that may be asserted against Defendants by their
respective affiliates as identified in Attachment A.



     3.2. Matters Released by MedQuist and the Individual Defendants. Except as to such
rights or claims as may be created by this Agreement, MedQuist on behalf of itself and its
respective divisions, affiliates, parties, joint venturers, parents, subsidiaries, predecessor and
successor corporations, and past and present partners, directors, officers, shareholders, agents,
servants, employees, representatives, assigns, heirs, successors in interest, predecessors in
interest, administrators, adjustors and attorneys, and the Individual Defendants, hereby release,
remise and forever discharge the Settling Plaintiffs, including their respective divisions,
affiliates, parents, subsidiaries, predecessor and successor corporations, and past and present
partners, directors, officers, shareholders, agents, servants, employees, representatives, assigns,
heirs, successors in interest, predecessors in interest, administrators, adjustors and attorneys,
from any and all claims, demands, causes of action, obligations under any implied covenant of good
faith and fair dealing, damages and liabilities heretofore or hereafter arising out of, connected
with or incidental to the Action and/or the Dispute. Notwithstanding the foregoing, the Parties
agree that MedQuist is not waiving, and expressly reserves, the right to seek payment from the
Settling Plaintiffs for any and all accounts receivable, including any and all accounts receivable
over 30 days as of the Effective Date.





 




			
	1	 	With respect to Bon Secours Health System, Inc., all
related and/or associated facilities and affiliates and all of their respective
divisions, joint venturers, parents, subsidiaries, and predecessor
corporations, shall mean the list of facilities in the Attachment A hereto.




 









 










     3.3. The matters released by the Settling Plaintiffs in Section 3.1 and the matters released
by MedQuist and the Individual Defendants in Section 3.2 are collectively referred to as the
"Released Matters.” It is the intention of the Parties that this Agreement be effective as a full
and final release of each and every matter specifically or generally referred to in the Released
Matters. In furtherance of this intention, each Party acknowledges that it may hereafter discover
facts in addition to or different from those which it now knows or believes to be true with respect
to the subject matter of this Agreement, but it is their intention to fully and finally and forever
settle and release any and all matters, disputes and differences, known or unknown, suspected or
unsuspected, which do now exist, may exist or heretofore have existed between them which relate to
the Released Matters.



     3.4. The General Releases contained in this Agreement shall be and remain in effect as full
and complete general releases, notwithstanding the discovery or existence of any additional or
different facts. In particular, each Party hereby expressly waives California Civil Code § 1542,
which states: “A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if known by him or
her must have materially affected his or her settlement with the debtor.” Each Party also hereby
waives any and all federal and state statutes similar in substance, meaning or application to
California Civil Code § 1542.



     3.5 Each Party warrants and represents to each other Party that the effect and import of the
release and waiver provisions above have been fully explained to it by its attorney.



4. Representations and Warranties




     Each Party represents and warrants to and agrees with the other as follows:



     4.1 This Agreement is being entered by Settling Plaintiffs, and their related and associated
facilities, on their own behalf and on behalf of each of their own respective divisions, partners,
joint venturers and affiliates, as set forth in Section 3.1 above and Attachment A hereto.



     4.2 The Parties have not been induced to enter into this Agreement by any representations and
warranties made by any other Party to this Agreement (other than such representations which are
expressly contained in this Agreement).



     4.3 The Parties each have had the opportunity to receive independent legal advice from
attorneys of their choice with respect to the advisability of making the settlement and release
provided herein and of executing this Agreement. Before the execution of the Agreement, each Party
and/or its attorneys have reviewed the Agreement and have had the opportunity to negotiate
revisions to the Agreement. Further, each Party acknowledges, represents, and declares that it has
carefully read this Agreement, knows the contents and executes the same voluntarily and without
duress or pressure.



     4.4 There have been no other agreements or understandings between the Parties hereto with
respect to the Dispute with the exception of those agreements and understandings memorialized in
writing in this Agreement.



 









 





     4.5 Each Party has made such investigation of the facts pertaining to the Action and/or the
Dispute, and all of the matters pertaining thereto, as it deems necessary.



     4.6 Each Party is the sole and lawful owner of all rights, title and interest in and to every
claim and other matter released herein, and that no Party has assigned, granted or transferred in
any way to any other person or entity any of the claims, causes of action, costs or demands, or any
part thereof, of the Released Matter. The Parties further agree to indemnify and hold each other
harmless from: (i) any rights, claims, or causes of action that have been assigned or transferred
contrary to this Section 4.6; and (ii) any and all loss, expense, and/or liability (including
attorney fees) arising directly or indirectly from the breach of any of the foregoing
representations or warranties contained in this Section 4.6.



     4.7 The execution, delivery and performance of this Agreement have been duly authorized by all
requisite action on the part of such Party.



     4.8 Any individual signing this Agreement on behalf of a corporation, partnership or trust has
full authority to do so.



5. Confidentiality and Non-Disparagement




     5.1 With the exception of the scope of the release set forth above in Section 3, each Party
agrees to keep the terms of this Agreement completely confidential, and not to disclose such
information other than: (i) as may be required by applicable law, governmental order, or regulation
or by order or decree of any court of competent jurisdiction; (ii) as part of its normal reporting
requirements or review procedures to its parent company(ies), auditors, attorneys or other
professional advisors; (iii) in connection with a possible sale, merger, or other consolidation
transaction involving it or its parent company; or (iv) in cooperation with any official
investigation by any state or federal agency or officer. Specifically with regard to disclosure of
the Settlement Payment, the individual amounts of the Settlement Payment distributed to the
Settling Plaintiffs by Greenberg Traurig LLP pursuant to Section 2.1 of this Agreement shall be
confidential and not revealed between or among the Parties or to any third party, except as above.



     5.2 In the event that any third party makes any inquiries about the Action or the Dispute
(other than a situation covered by the circumstances set forth above), the Parties agree to only
state that “the dispute was amicably resolved following settlement discussions” and shall not
provide any other details regarding the settlement or this Agreement. Except as set forth above,
neither Party shall divulge or disclose to any third party any of the material terms and conditions
of this Agreement without the prior written consent of the other Party. In the event that
disclosure is required pursuant to clause (i) of the first sentence of Section 5.1, the person or
Party making disclosure shall so notify the other Party at least five (5) business days prior to
making such disclosure and shall seek confidential treatment of such information. In the event that
disclosure is required pursuant to clause (ii) or (iii) of the first sentence of Section 5.1, the
person or Party making disclosure shall take all reasonable efforts to ensure that the
confidentiality of this Agreement and its terms are maintained.



 









 





     5.3 No member of the board of directors (or the equivalent), officer, or other member of
senior management or other official spokesperson for any of the Settling Plaintiffs or MedQuist
shall make or cause to be published or disseminated any disparaging remarks or statements regarding
any Party with respect to the Action, the Dispute, or any Released Matters.



6. No Admission




     This Agreement represents the settlement of disputed claims, and it does not represent any
admission of liability on the part of any Party hereto, each of which expressly denies such
liability. This Agreement may not be introduced into evidence or used in any action except in
connection with an action to enforce the terms of this Agreement.



7. Miscellaneous




     7.1 Severability. If any term or provision of this Agreement shall be found to be
illegal or unenforceable, then, notwithstanding any such illegality or unenforceability, this
Agreement shall remain in full force and effect and such term or provision shall be deemed to be
deleted.



     7.2 Entire Agreement. This Agreement constitutes the entire agreement of settlement
and release between Settling Plaintiffs, on the one hand, and Defendants, on the other hand, with
respect to the Action and Dispute, and there are otherwise no other agreements expanding or
modifying its terms. All prior oral and/or written agreements regarding settlement of the Action
and Dispute, including the Settlement Term Sheet executed by counsel for the Parties on or about
March 10, 2008, are expressly superseded by this Agreement and are of no further force and/or
effect. MedQuist does have other, separate agreements with certain Settling Plaintiffs regarding
the continuing provision of medical transcription and/or other services.



     7.3 Modification. The provisions of this Agreement may be modified or amended only in
a writing signed by each of the Parties and expressly state that modification or amendment of this
Agreement is intended.



     7.4 No Waiver. No breach of any provision of this Agreement may be waived unless in
writing signed by the Party against whom a waiver is asserted. Waiver of any one breach shall not
be deemed to be a waiver of any other breach of the same or any other provision hereof.



     7.5 Counterparts. This Agreement may be signed concurrently by facsimile copies, .pdf,
or otherwise in counterparts, each of which shall be deemed an original, but all originals together
shall constitute only one and the same instrument and it shall be deemed fully executed when
signed by all Parties whether the signatures of all Parties appear on the original or one or more
copies of this Agreement. Each Party agrees to sign two (2) originals of this Agreement so that
each side of the Action will have a fully executed original version of the Agreement.



     7.6 Construction. Each Party to this Agreement has participated in the drafting and
preparation of this Agreement. Neither this Agreement nor any of its terms hereof shall be
construed under a doctrine of correct interpretation (including but not limited to, the doctrine of
contra proferentum) against the Parties or their representatives by reason of their responsibility
for drafting or mutually proposing the Agreement or any portion of it.



 









 





     7.7 Attorneys’ Fees and Costs Related to the Dispute. Other than as expressly provided
in Section 2.1 of this Agreement, the Parties shall bear their own respective attorneys’ fees and
costs which arose as a result of the Dispute or Action. Nothing in this Agreement, however, shall
impact any separate agreement or obligation regarding payment of attorneys’ fees and/or costs as
between MedQuist and the Individual Defendants.



     7.8 Survival of Representations. All representations, warranties, and other agreements
contained in this Agreement shall survive the execution and delivery of this Agreement by all
Parties hereto.



     7.9 Admissibility of Agreement. In any action or proceeding relating to this Agreement
(including, but not limited to, actions or proceedings relating to the releases, or retained rights
contained in this Agreement), the Parties stipulate that a fully executed copy of this Agreement
may be admissible to the same extent as the fully executed original of this Agreement.



     7.10 Captions. The captions or headings of the Sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or substance of any
Section of this Agreement.



     7.11 Notice and Cure.



          7.11.1 All notices and other communications among the Parties in connection with this
Agreement shall be in writing addressed to the following persons or Parties, and shall be deemed
duly served, given and received (a) on the date of service, if served personally or sent be telex
or facsimile transmission (with appropriate confirmation of receipt) to the Party to whom notice is
to be given, or (b) on the fourth day after mailing, if mailed by first class registered or
certified mail, return receipt requested, postage pre-paid in the United States mail, or (c) on the
next day if sent by a nationally recognized courier for next day service and so addressed as
follows:




	 	 	 	 	 
	 

	 	If to MedQuist:
	 	MedQuist Inc.
	 

	 	 	 	c/o Mark R. Sullivan, Esq.
	 

	 	 	 	1000 Bishops Gate Blvd., Suite 300
	 

	 	 	 	Mount Laurel, NJ 08054-4632
	 

	 	 	 	Facsimile: 856-206-4020
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Winston & Strawn LLP
	 

	 	 	 	Neal Marder, Esq.
	 

	 	 	 	333 South Grand Ave.
	 

	 	 	 	Los Angeles, CA 90071
	 

	 	 	 	Facsimile: 213-615-1750
	 
	 	 	 	 





 









 






	 	 	 	 	 
	 

	 	If to Settling Plaintiffs:
	 	Greenberg Traurig LLP
	 

	 	 	 	Mark L. Hogge, Esq.
	 

	 	 	 	2101 L Street N.W.
	 

	 	 	 	Washington, DC 20037
	 

	 	 	 	Facsimile: 202-331-3101
	 
	 	 	 	 
	 

	 	If to Brian Kearns:
	 	Brian Kearns
	 

	 	 	 	804 Loveland Road
	 

	 	 	 	Moorestown, NJ 08057
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Latham & Watkins LLP
	 

	 	 	 	Edward J. Shapiro, Esq.
	 

	 	 	 	555 Eleventh Street, NW, Suite 1000
	 

	 	 	 	Washington, DC 20004-1304
	 

	 	 	 	Facsimile: 202-637-2201
	 
	 	 	 	 
	 

	 	If to John Suender:
	 	LeClairRyan, A Professional Corporation
	 

	 	 	 	James A. Murphy, Esq.
	 

	 	 	 	Riverfront Plaza, East Tower
	 

	 	 	 	951 East Byrd Street, Eighth Floor
	 

	 	 	 	Richmond, VA 23219
	 

	 	 	 	Facsimile: 804-343-4177
	 
	 	 	 	 
	 

	 	If to Michael Clark:
	 	Miller & Chevalier
	 

	 	 	 	Matthew Reinhard, Esq.
	 

	 	 	 	655 15th St., NW Suite 900
	 

	 	 	 	Washington, DC 20005
	 

	 	 	 	Facsimile: 202-626-5801
	 
	 	 	 	 
	 

	 	If to Ronald Scarpone:
	 	Gibbons P.C.
	 

	 	 	 	Frederick E. Blakelock, Esq.
	 

	 	 	 	1700 Two Logan Square, 18th and Arch Streets
	 

	 	 	 	Philadelphia, PA 19103-2769
	 

	 	 	 	Facsimile: 215-446-6314






          7.11.2 The Parties, by like notice, may designate another or additional address(es), facsimile
number(s) or person(s) to which notices shall be given in connection with this Agreement.




          7.11.3 Except as otherwise expressly set forth herein, in the event that any Party believes
that another Party is in default or breach of any term of this Agreement (not including any default
or breach that cannot be remedied by additional time), the aggrieved Party shall give written
notice of the default or breach by facsimile, personal service, overnight delivery by a nationally
recognized courier, or first class registered or certified mail, return receipt requested, to the
other Party at the addresses identified above. The other Party shall then have ten (10) business
days to rectify the alleged default or breach and shall provide written notice to the complaining
Party of steps taken to rectify the alleged default or breach (the “Cure Period”).




 









 







The complaining Party shall withhold any legal action during the Cure Period, and to the
extent that any alleged default or breach shall be cured within the Cure Period, the Parties agree
to treat such default or breach as though it had not occurred.




     7.12 Governing Law, Choice of Forum, Costs and Fees.



          7.12.1 This Agreement shall be interpreted, construed, and enforced under and according to the
laws of the State of New Jersey, without regard to the choice of law rules of that or any other
jurisdiction. The Parties agree that any dispute, claim, or controversy to enforce or interpret
this Agreement, or alleging the breach hereof, shall be resolved exclusively in the State of New
Jersey.




          7.12.2 All Parties agree that breach of Section 2.3 and/or Section 5 would cause immediate and
irreparable injury and further that such injury would be difficult to quantify. Accordingly, the
Parties agree that injunctive relief would be appropriate to address any threatened or continuing
breach of these Sections. The Parties further agree that, in addition to injunctive relief, any
Party that breaches Section 2.3 and/or Section 5 by disclosing information without notice and/or in
breach of the confidentiality provisions, or by making disparaging statements during the period of
five years from the Effective Date, without remedying such breach under the procedures set forth in
Section 7.11.3, shall be individually liable for payment of liquidated damages in the amount of
$50,000, except that in no event shall any of the Settling Plaintiffs pay liquidated damages under
this Section 7.12.2 in an amount greater than the Settlement Payment received by that individual
Settling Plaintiff under Section 2.1. The Parties agree that this amount would be a fair
approximation of actual damages caused by any such breach. This provision shall not have any
impact on any Parties’ rights to pursue any other, separate future claims, for defamation or other
tortious conduct, not based on an alleged breach of this settlement agreement.




          7.12.3 In any action brought to enforce or interpret this Agreement, or alleging the breach
hereof, the prevailing Party shall be entitled to recover its reasonable expenses and costs,
including but not limited to reasonable attorneys’ fees.




     7.13 Other. Should MedQuist become subject to a case or proceeding under any Chapter
of Title 11 of the United States Code within 90 days of the Settlement Payment, and if the
Settlement Payment or any part thereof is rescinded or reduced in amount, restored or otherwise
returned, whether as a voidable preference, fraudulent transfer or otherwise, then unless any such
deficiency in the Settlement Payment is repaid within 45 days, the Settling Plaintiffs’ claims
against all Defendants in the above-referenced action which were released under this settlement
shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.



 









 






     IN WITNESS WHEREOF, the Parties hereby execute this Agreement with an Effective Date as set
forth above.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MEDQUIST INC. and MEDQUIST

TRANSCRIPTIONS, LTD.	 	 	 	 	 	 	 	SOUTH BROWARD HOSPITAL DISTRICT	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Hoffmann
	 	 	 	Dated: 5/20/08
	 	 	 	By:
	 	/s/ Gary S. Barber, Esq.
	 	 	 	Dated: 5/13/08	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Howard Hoffmann
	 	 	 	 	 	 	 	 	 	Gary S. Barber, Esq.	 	 	 	 	 	 
	 	 	Its Chief Executive Officer	 	 	 	 	 	 	 	Its Senior Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HCA MANAGEMENT SERVICES LP on 
behalf of all
HCA Affiliates as identified
in Attachment A	 	 	 	ST. LUKE’S REGIONAL MEDICAL CENTER, LTD.,
 AN IDAHO
NON-PROFIT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert Waterman
	 	 	 	Dated: 5/19/08
	 	 	 	By:
	 	/s/ Jeffrey S. Taylor
	 	 	 	Dated: 5/13/08	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Name  Robert Waterman
	 	 	 	 	 	 	 	 	 	Name  Jeffrey S. Taylor	 	 	 	 	 	 
	 	 	Title    Sr. VP and General Counsel	 	 	 	 	 	Title    VP, CFO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PARTNERS HEALTHCARE SYSTEM, INC.	 	 	 	NORTHBAY HEALTHCARE GROUP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Samuel Sullivan
	 	 	 	Dated: 5/15/08
	 	 	 	By:
	 	/s/ Arthur E. DeNio
	 	 	 	Dated: 5/13/08	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Samuel Sullivan
	 	 	 	 	 	 	 	 	 	Arthur E. DeNio	 	 	 	 	 	 
	 	 	Its Corporate Director of Materials
Management	 	 	 	 	 	Its Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RIVERSIDE HEALTHCARE SYSTEM, LP,
 d/b/a
RIVERSIDE COMMUNITY HOSPITAL	 	 	 	WEST HILLS HOSPITAL d/b/a WEST HILLS
 HOSPITAL AND
MEDICAL CENTER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven E. Clifton
	 	 	 	Dated: 5/14/2008
	 	 	 	By:
	 	/s/ Steven E. Clifton
	 	 	 	Dated: 5/20/2008	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Name  Steven E. Clifton
	 	 	 	 	 	 	 	 	 	Name  Steven E. Clifton	 	 	 	 	 	 
	 

	 	Title    Vice President
	 	 	 	 	 	 	 	 	 	Title    Vice President	 	 	 	 	 	 







 











 





	 	 	 	 	 	 	 	 	 	 	 
	MT. SINAI MEDICAL CENTER OF FLORIDA, INC.	 	PALISADES MEDICAL CENTER
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Arnold M. Jaffee
	 	Dated: 05/14/08
	By:
	 	/s/ John Calandriello
	 	Dated:                    
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Arnold M. Jaffee
	 	 	 	 	 	John Calandriello	 	 
	 

	 	Its Vice President and General Counsel
	 	 	 	 	 	Its Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BAYONNE MEDICAL CENTER	 	ASCENSION HEALTH
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Adam C. Rogoff, Esq.
	 	Dated: 5/13/08
	By:
	 	/s/ Juli Shields, Esq.
	 	Dated: 5/21/08
	 

	 	 

Adam C. Rogoff, Esq.
	 	 
	 	 	 	 

Juli Shields, Esq.
	 	 
	 

	 	Its Counsel for Debtor in its Chapter 11
Proceeding
	 	 	 	 	 	Its Vice President and
Associate General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BON SECOURS HEALTH SYSTEM, INC.	 	UNIVERSITY OF COLORADO HOSPITAL
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Don Strange
 

	 	Dated: 05/15/08 	By:
	 	/s/ Anthony C. DeFurio
 

	 	Dated: 5/15/08 
	 

	 	Don Strange
	 	 	 	 	 	Name Anthony C. DeFurio	 	 
	 

	 	Its Chief Operating Officer
	 	 	 	 	 	Title   Vice President and CFO	 	 
	 	 	 	 	 	 	 	 	 	 	 
	JOHN SUENDER	 	 	 	RONALD SCARPONE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ John Suender
	 	 	 	By:
	 	/s/ Ronald Scarpone	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	John Suender
	 	 	 	 	 	Ronald Scarpone	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MICHAEL CLARK	 	 	 	BRIAN KEARNS	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Clark
	 	 	 	By:
	 	/s/ Brian Kearns	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Michael Clark
	 	 	 	 	 	Brian Kearns	 	 




















 





APPROVED AS TO FORM:




	 	 	 	 	 	 	 	 	 	 	 
	GREENBERG TRAURIG, LLP	 	 	 	WINSTON & STRAWN LLP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	/s/ Mark Hogge
	 	 	 	By:
	/s/ Neal R. Marder	 	 
	 

	Mark Hogge


	 	 	 	 	 

Neal R. Marder
	 	 
	 

	Attorneys for Plaintiffs
	 	 	 	 	Attorneys for MedQuist Inc. and	 	 
	 

	 	 	 	 	 	 	MedQuist Transcriptions, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MILLER & CHEVALIER	 	 	 	GIBBONS P.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	/s/ Matthew T. Reinhard
	 	 	 	By:
	/s/ Frederick Blakelock	 	 
	 

	Matthew T. Reinhard


	 	 	 	 	
Frederick Blakelock

	 	 
	 

	Attorneys for Michael Clark
	 	 	 	 	Attorneys for Ronald Scarpone	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LATHAM & WATKINS, LLP	 	 	 	LECLAIR RYAN	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	/s/ Edward J. Shapiro
	 	 	 	By:
	/s/ James A. Murphy	 	 
	 

	
Edward J. Shapiro

	 	 	 	 	James A. Murphy


	 	 
	 

	Attorneys for Brian Kearns
	 	 	 	 	Attorneys for John Suender	 	 




















 





SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




	 	 	 	 	 
	Partners Healthcare System, Inc.
	 	 	 	 
	Brigham & Women’s Hospital
	 	 	 	 
	Dana Farber Cancer Institute
	 	 	 	 
	Massachusetts General Hospital
	 	 	 	 
	Newton-Wellesley Hospital
	 	 	 	 
	North Shore Medical Center
	 	 	 	 
	NorthShore Union Hospital
	 	 	 	 
	Partners Center for Human Genetics
	 	 	 	 
	Spaulding Rehabilitation Hospital
	 	 	 	 
	 
	 	 	 	 
	Northbay Healthcare Group
	 	 	 	 
	Northbay Medical Center
	 	 	 	 
	Northbay Occupational Medicine
	 	 	 	 
	Vaca Valley Hospital
	 	 	 	 
	 
	 	 	 	 
	HCA Affiliates
	 	 	 	 
	Alaska Regional Hospital
	 	 	 	 
	Atlanta Peachtree Dunwoody Center
	 	 	 	 
	Aventura Hospital & Medical Center
	 	 	 	 
	Bailey Square Surgery Center
	 	 	 	 
	Baptist-Lutheran Medical Center
	 	 	 	 
	Blake Medical Center
	 	 	 	 
	Brandon Regional Hospital
	 	 	 	 
	Cartersville Medical Center
	 	 	 	 
	Cedars Medical Center
	 	 	 	 
	Centennial Medical Center
	 	 	 	 
	Centennial Medical Center at Ashland City
	 	 	 	 
	Centennial Medical Plaza
	 	 	 	 
	Centennial Surgery Center
	 	 	 	 
	CJW Medical Center
	 	 	 	 
	Coliseum Medical Center
	 	 	 	 
	Colleton Medical Center
	 	 	 	 
	Columbia Hospital
	 	 	 	 
	Columbia Metropolitan Hospital
	 	 	 	 
	Del Sol Medical Center
	 	 	 	 
	Doctors Hospital
	 	 	 	 
	Dominion Hospital
	 	 	 	 
	East El Paso Surgery Center
	 	 	 	 
	Eastern Idaho Regional Medical Center
	 	 	 	 
	Emory Dunwoody Medical Denter
	 	 	 	 
	Emory Eastside Medical Center
	 	 	 	 






A-1









 






SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




	 	 	 	 	 
	HCA Affiliates (cont.)
	 	 	 	 
	Emory Parkway Medical Center
	 	 	 	 
	Fort Walton Beach Medical Center
	 	 	 	 
	Frankfort Regional Medical Center
	 	 	 	 
	Good Samaritan Hospital
	 	 	 	 
	Grand Strand Regional Medical Center
	 	 	 	 
	Gulf Coast Hospital
	 	 	 	 
	HCA Physician Services
	 	 	 	 
	Health One Clinic Services
	 	 	 	 
	Henrico Doctors Hospital
	 	 	 	 
	Horizon Medical Center
	 	 	 	 
	Hughston Orthopedic Hospital
	 	 	 	 
	JFK Medical Center
	 	 	 	 
	John Randolph Medical Center
	 	 	 	 
	Lakeside Hospital
	 	 	 	 
	Lakeview Hospital
	 	 	 	 
	Lakeview Regional Medical Center
	 	 	 	 
	Las Palmas Medical Center
	 	 	 	 
	Lewis-Gale Medical Center
	 	 	 	 
	Los Gatos Surgical Center
	 	 	 	 
	Marietta Surgical Center
	 	 	 	 
	Medical Center of Arlington
	 	 	 	 
	Medical Center of Aurora
	 	 	 	 
	Medical Center of Aurora North
	 	 	 	 
	Medical Center of Independence
	 	 	 	 
	Medical Center of Plano
	 	 	 	 
	Medical City Dallas Hospital
	 	 	 	 
	Memorial Hospital Jacksonville
	 	 	 	 
	Menorah Medical Center
	 	 	 	 
	Methodist Hospital
	 	 	 	 
	Mountain View Hospital
	 	 	 	 
	North Austin Medical Center
	 	 	 	 
	North County Surgicenter
	 	 	 	 
	North Monroe Medical Center
	 	 	 	 
	North Suburban Medical Center
	 	 	 	 
	Northlake Medical Center
	 	 	 	 
	Oak Hill Hospital
	 	 	 	 
	Oakwood Surgery Center
	 	 	 	 
	Osceola Regional Medical Center
	 	 	 	 
	OU Medical Center
	 	 	 	 
	Overland Park Regional Medical Center
	 	 	 	 






A-2









 






SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




	 	 	 	 	 
	HCA Affiliates (cont.)
	 	 	 	 
	Palms West Hospital
	 	 	 	 
	Park Central Surgical Center
	 	 	 	 
	Parthenon Pavilion
	 	 	 	 
	Plaza Day Surgery
	 	 	 	 
	Plaza Medical Center of Fort Worth
	 	 	 	 
	Portsmouth Regional Hospital
	 	 	 	 
	Presbyterian St. Luke’s Medical Center
	 	 	 	 
	Radiology Specialists, Ltd.
	 	 	 	 
	Rapides Regional Medical Center
	 	 	 	 
	Regional Medical Center San Jose
	 	 	 	 
	Research Belton Hospital
	 	 	 	 
	Research Medical Center
	 	 	 	 
	Research Psychiatric Center
	 	 	 	 
	Reston Hospital Center
	 	 	 	 
	Riverside Community Hospital
	 	 	 	 
	Rose Medical Center
	 	 	 	 
	San Jose Medical Center
	 	 	 	 
	Skyline Medical Center
	 	 	 	 
	Smyran Medical Center
	 	 	 	 
	South Austin Hospital
	 	 	 	 
	South Bay Hospital
	 	 	 	 
	Southern Hills Medical Center
	 	 	 	 
	Spalding Rehabilitation Hospital
	 	 	 	 
	St. Lucie Medical Center
	 	 	 	 
	St. Mark’s Hospital
	 	 	 	 
	Stonecrest Medical Center
	 	 	 	 
	Summit Medical Center
	 	 	 	 
	Sunrise Hospital & Medical Center
	 	 	 	 
	Surgery Center of El Paso
	 	 	 	 
	Surgery Center of Plano
	 	 	 	 
	Surgicare of South Austin
	 	 	 	 
	Terre Haute Regional Medical Center
	 	 	 	 
	Texas Pediatric Surgery Center
	 	 	 	 
	Trinity Lutheran Hospital
	 	 	 	 
	Tulane University Hospital & Clinic
	 	 	 	 
	Wesley Medical Center
	 	 	 	 
	West Florida Hospital
	 	 	 	 
	West Hills Hospital & Medical Center
	 	 	 	 
	West Hills Surgery Center
	 	 	 	 
	West Paces Ferry Medical Center
	 	 	 	 






A-3









 






SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




	 	 	 	 	 
	HCA Affiliates (cont.)
	 	 	 	 
	West Valley Medical Center
	 	 	 	 
	Women’s Hospital of Texas
	 	 	 	 
	 
	 	 	 	 
	St. Luke’s Regional Medical Center, Ltd.
	 	 	 	 
	St. Luke’s Regional Medical Center
	 	 	 	 
	 
	 	 	 	 
	Palisades Medical Center
	 	 	 	 
	Palisades Medical Center
	 	 	 	 
	 
	 	 	 	 
	Mt. Sinai Medical Center of Florida, Inc.
	 	 	 	 
	Miami Heart Institute
	 	 	 	 
	Mount Sinai Medical Center
	 	 	 	 
	 
	 	 	 	 
	Ascension Health
	 	 	 	 
	Baptist Care Center — Bellevue
	 	 	 	 
	Baptist Care Center — Central
	 	 	 	 
	Baptist Care Center — Dover Point
	 	 	 	 
	Baptist Care Center — East
	 	 	 	 
	Baptist Care Center — Murfrees
	 	 	 	 
	Baptist Care Center — Rivergat
	 	 	 	 
	Baptist Care Center — South
	 	 	 	 
	Baptist Hospital
	 	 	 	 
	Borgess Ambulatory Care
	 	 	 	 
	Borgess Health
	 	 	 	 
	Borgess Health Alliance Inc
	 	 	 	 
	Borgess Medical Center
	 	 	 	 
	Borgess Medical Commons
	 	 	 	 
	Borgess Visiting Nurse Home Care
	 	 	 	 
	Borgess-Pipp Health Center
	 	 	 	 
	Brackenridge Hospital
	 	 	 	 
	Carondelet Health Network
	 	 	 	 
	Carondelet St. Joseph’s Hospital
	 	 	 	 
	Carondelet St. Mary’s Hospital
	 	 	 	 
	Cedar Mills Medical Group
	 	 	 	 
	Children’s Hospital of Austin
	 	 	 	 
	Columbia St. Mary’s Airport Medical Clinic
	 	 	 	 
	Columbia St. Mary’s Columbia West
	 	 	 	 
	Columbia St. Mary’s Hospital Milwaukee, Inc.
	 	 	 	 
	Columbia St. Mary’s Inc.
	 	 	 	 
	Columbia St. Mary’s Northlake Medical Associates
	 	 	 	 







A-4











 





SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




Ascension Health (cont.)



Columbia St. Mary’s Ozaukee Campus

Columbia St. Mary’s Prospect Medical Clinic

Columbia St. Mary’s River Glen Medical Clinic

Columbia St. Mary’s Whitefish Bay Medical Clinic

Down East Medical Center

Gateway Health Center

Genesys Regional Medical Center

Good Samaritan Regional Medical Center

Holy Cross Hospital, Inc.

Lourdes Health Network

Middle Tennessee Medical Center

Orthopaedic Hospital of Wisconsin

ProMed Healthcare

Providence Hospital

Pulmonary Associates

Seton Health Network

Seton Highland Lakes

Seton Northwest Hospital

Seton Shoal Creek

Seton Southwest Healthcare Center

St. John Detroit Riverview Hospital

St. John Hospital & Medical Center

St. John Northeast Campus

St. John Oakland Hospital

St. John’s Health System

St. Joseph’s Health Center

St. Mary’s Health Care Services

St. Mary’s Health System of America

St. Mary’s Heart Rehabilitation Institute, Inc.

St. Mary’s Medical Center

St. Mary’s Medical Center of Evansville, Inc.

St. Mary’s Medical Clinic West Allis

St. Thomas Heart Institute

St. Thomas Hospital

St. Thomas Hospital Guardian Eye Center

St. Vincent Clay Hospital

St. Vincent Hospital & Health Services

St. Vincent Women’s Hospital

St. Vincent’s Hospital

St. Vincent’s Occupational Health




A-5









 





SETTLEMENT AGREEMENT AND GENERAL RELEASE




ATTACHMENT A




Ascension Health (cont.)



Standish Community Hospital Inc

Travis Quality Management Western

Maryland Health System




Bayonne Medical Center



Bayonne Medical Center




Bon Secours Health System, Inc.



Bon Secours Community Hospital

 Bon Secours Hospital
Baltimore, Inc. 

Maryview Hospital 

Bon Secours St. Francis
Health System Inc 

Bon Secours —
St. Francis Medical
Center, Inc. 

Bon Secours — St. Mary’s Hospital of
Richmond, Inc. 

Good Samaritan Hospital of Suffern NY

Mary Immaculate Hospital, Inc. 

Our Lady
of Bellefonte Hospital, Inc. 

St. Anthony
Community Hospital




South Broward Hospital District



Memorial Hospital Pembroke

Memorial Hospital West 
Memorial
Regional Hospital




University of Colorado Hospital Authority



University of Colorado Hospital

University of Colorado Hospital Family Medicine Clinics




A-6









 








WIRING INSTRUCTIONS

The Citibank Private Bank

TRUST ACCOUNT

(Washington, D.C. office)



           TO:



           The Citibank Private Bank

           1101
Pennsylvania Ave., NW, 13th Floor

           Washington, D.C. 20004

           ABA#254070116



           FOR CREDIT TO:



           GREENBERG TRAURIG TRUST ACCOUNT

           ACCOUNT NO. 37402366



           REFERENCE:



           CLIENT



      
     NAME:             
                 
        
                 
            
         
     



        
          FILE NUMBER:      
                 
              
             
              
                



     
             ATTORNEY NAME:   
                   
                
               
               
            



NOTE: PLEASE NOTIFY THE DC ACCOUNTING DEPARTMENT AT DCACCT@GTLAW.COM WHEN A WIRE IS EXPECTED SO,
UPON RECEIPT OF THE WIRE, PROPER IDENTIFICATION CAN BE MADE.




ATTACHMENT B