Exhibit 10.1


CREDIT AGREEMENT


          THIS
CREDIT AGREEMENT, dated as of July 24, 2014, is by and among MGC DIAGNOSTICS CORPORATION, a Minnesota
corporation (“Holding Company”) and MEDICAL
GRAPHICS CORPORATION, a Minnesota corporation (“Medical Graphics”)
(each of Holding Company and Medical Graphics are also referred to individually
and collectively as the “Borrower” and each reference to the Borrower
herein shall mean each such entity, collectively and individually, as the
context may require and as applicable), and BMO
HARRIS BANK N.A., a national banking association (the “Bank”).


RECITALS:


          A.          The
Borrower has requested that the Bank make available to the Borrower a Revolving
Credit Facility (defined below) and a Term Loan (defined below). 


          B.          The
Bank has agreed to make available to the Borrower the Revolving Credit Facility
and the Term Loan, all upon the terms and conditions of this Agreement. 


AGREEMENTS:


          IN
CONSIDERATION of the foregoing premises, and the mutual covenants set forth
herein, the parties agree as follows: 


          ARTICLE
1 DEFINITIONS AND ACCOUNTING TERMS


          Section
1.1          Defined
Terms. In addition to the terms defined elsewhere
in this Agreement, the following terms shall have the meanings set out
respectively after each (and such meanings shall be equally applicable to both
the singular and plural form of the terms defined, as the context may require):



          Acquisition:
Any transaction by which the Holding Company acquires, either directly or
through a Subsidiary, all (100%) of the equity interests of any Person, or all
or substantially all of the assets, or a division or line of business of, any
Person.


          Act
of Bankruptcy: With respect to any Person, if (i) the Person shall
(1) be or become insolvent, or (2) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or the like of the Person or of all or a substantial part of the Person’s
property, or (3) commence a voluntary case under any bankruptcy,
insolvency, reorganization, readjustment of debt, dissolution, liquidation or
similar proceeding under the laws of any jurisdiction, or (4) file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding up or the like, or (5) admit in
writing the Person’s inability to pay the Person’s debts as they mature, or
(6) make an assignment for the benefit of the Person’s creditors; or (ii) a
proceeding or case shall be commenced, without the 


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application or
consent of the Person, in any court of competent jurisdiction, and such
proceeding or case shall not be dismissed within 60 days after commencement,
seeking (1) the liquidation, reorganization, dissolution, winding up or
the composition or adjustment of debts of the Person, (2) the appointment
of a trustee, receiver, custodian or liquidator or the like of the Person or of
all or any substantial part of the Person’s property, or (3) similar
relief in respect of the Person under any law relating to bankruptcy,
insolvency, reorganization, winding up or composition or adjustment of debts. 


          Adjusted
EBITDA: For any period of determination and with respect to the Borrower on
a Consolidated Basis, the sum of EBITDA for such period plus deductions
for (i) all charges payable in connection with the closing of this Agreement
and the MediSoft Acquisition, including all commitment and origination fees,
and all legal, accounting and other costs incurred in connection with
consummation the MediSoft Acquisition and this Agreement in an aggregate amount
not to exceed $1,000,000, (ii) all charges payable in connection with the
negotiation of or closing of any Permitted Acquisition, including all legal,
accounting and other costs incurred in connection therewith, in an aggregate
amount not to exceed $500,000 and in any event reasonably acceptable to the
Bank, (iii) all charges payable in connection with the implementation of an
inventory management system in an aggregate amount not to exceed $250,000, and
(iv) one-time or nonrecurring non-cash charges (including any such charges
required pursuant to FASB Statement No. 144 regarding accounting for the
impairment or disposal of long-lived assets) acceptable to the Bank, all as
determined in accordance with GAAP.


          Adjusted
Fixed Charge Coverage Ratio: For any period of determination and with
respect to the Borrower on a Consolidated Basis, the ratio of (a) Adjusted
EBITDA for such period, divided by (b) the sum of Interest Expense paid
in cash in such period, plus principal payments made on Indebtedness in
such period, plus income taxes paid in cash in such period, plus
cash dividends, distributions and share repurchases made in such period. The
Adjusted Fixed Charge Coverage Ratio shall be determined at the end of each
fiscal quarter on a trailing four-quarter basis.


          Adjusted
LIBOR Rate: With respect to any Interest Period for a LIBOR Loan, the
annual rate of interest equal to (a) the LIBOR for such Interest Period, divided
by (b) a number equal to 1.00 minus the Eurocurrency Reserve
Percentage. The Bank shall determine the Adjusted LIBOR Rate based on the
foregoing, and the Bank’s determination thereof shall be conclusive and binding
except in the case of manifest error.


          Adverse
Effect: A material adverse effect on (i) the business, operations,
property, assets or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform
its obligations under the Loan Documents, or (iii) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Bank thereunder. 


          Affiliate:
Any Person (i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, the Borrower or
any of its Subsidiaries, or (ii) 10% or more of the equity interest of
which is held beneficially or of record 


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by the
Borrower or any of its Subsidiaries. Control for purposes of this definition
means the possession, directly or indirectly, of the power to cause the
direction of management and policies of a Person, whether through the ownership
of voting securities or otherwise. 


          Agreement:
This Credit Agreement, as it may be amended, modified, supplemented, restated
or replaced from time to time. 


          Applicable
Margin: For any day, the rate per annum set forth below opposite the level
(the “Level”) then in effect;it being understood that (i) the
Applicable Margin for Base Rate Loans shall be the percentage set forth under
the column “Base Rate Margin” and (ii) the Applicable Margin for LIBOR Loans
shall be the percentage set forth under the column “LIBOR Margin”:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 

 Level

 	
  

 	
 
Total Leverage Ratio

 	
  

 	
 Base Rate Margin

 	
  

 	
 LIBOR Margin

 
	
  

 	
 I

 	
  

 	
 Less than
 1.00

 	
  

 	
 1.25%

 	
  

 	
 2.25%

 
	
  

 	
 II

 	
  

 	
 Equal to or
 greater than 1.00

 but not greater than 2.00

 	
  

 	
 1.50%

 	
  

 	
 2.50%

 
	
  

 	
 III

 	
  

 	
 Greater than
 2.00

 	
  

 	
 1.75%

 	
  

 	
 2.75%

 



The Base Rate
Margin and the LIBOR Margin shall be adjusted, to the extent applicable, on the
fifth (5th) Business Day after the earlier of the date the Borrower
provides or is required to provide the annual and quarterly financial
statements and other information pursuant to Sections 8.1(a) or 8.1(b),
as applicable, and the related Compliance Certificate pursuant to Section
8.1(c). Notwithstanding anything contained in this paragraph to the
contrary, (a) if the Borrower fails to deliver the financial statements and
Compliance Certificate in accordance with the provisions of Sections 8.1(a),
8.1(b) and 8.1(c), the Base Rate Margin and the LIBOR Margin
shall be based upon Level III above beginning on the date such financial
statements and Compliance Certificate were required to be delivered until the
fifth (5th) Business Day after such financial statements and
Compliance Certificate are actually delivered, whereupon the Applicable Margin
shall be determined by the then current Level; and (b) the initial Applicable
Margin on the date hereof shall be based on Level III until the date on which
the financial statements and Compliance Certificate are required to be
delivered for the fiscal quarter ending July 31, 2014. Notwithstanding the
foregoing, from and after the occurrence of any Default or Event of Default and
continuing thereafter until such Default or Event of Default shall be remedied
to the written satisfaction of, or waived in writing by, the Bank, the
Applicable Margin shall, at the election of the Bank, be that rate that would
otherwise be then in effect plus 2.0%. 


          Bank
Product Obligations: All amounts owing by the Borrower to the Bank, or any
affiliates of the Bank, with respect to (i) the execution or processing of
electronic transfers of funds by automatic clearing house transfer, wire
transfer or otherwise to or from deposit accounts of the Borrower now or
hereafter maintained with the Bank or its affiliates, (ii) the acceptance
for deposit or the honoring for payment of any check, draft or other item with
respect to any such deposit accounts, and (iii) any other deposit,
disbursement, and cash management services afforded to the Borrower by the Bank
or its affiliates.


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          Base
Rate: For any day, an annual rate of interest equal to the highest of (i)
the rate which the Bank announces from time to time as its prime commercial
rate, as in effect on such day, (ii) the Federal Funds Rate, as in effect on
such day, plus one-half of one percent (0.50%) and (iii) the Adjusted LIBOR
Rate in effect on such day for a one-month Interest Period, plus one percent
(1.00%). The Lender’s prime commercial rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer
and the Bank may make loans at rates of interest at, above, or below such rate.


          Base
Rate Loan: Any Loan which bears interest at a rate determined by reference
to the Base Rate.


          Base
Rate Margin: The “Base Rate Margin” set forth in the definition of
Applicable Margin.


          Business
Day: Any day (other than a Saturday, Sunday or legal holiday in the State
of Minnesota) on which banks are permitted to be open in Minneapolis,
Minnesota; and, for purposes of notices and determinations in connection with,
and payments of principal and interest on, LIBOR Loans, any day which is also a
day for trading by and between banks in United States dollar deposits in the
London interbank eurodollar market. 


          Capital
Expenditure: Any amount debited to the fixed asset account on the balance
sheet in respect of (a) the acquisition (including, without limitation,
acquisition by entry into a Capitalized Lease), construction, improvement,
replacement or betterment of land, buildings, machinery, equipment or of any
other fixed assets or leaseholds, (b) to the extent related to and not included
in (a) above, materials, contract labor and direct labor (excluding
expenditures properly chargeable to repairs or maintenance in accordance with
GAAP), and (c) other capital expenditures and other uses recorded as
capital expenditures or similar terms having substantially the same effect.


          Capitalized
Lease: Any lease which is or should be capitalized on the balance sheet of
the lessee in accordance with GAAP. 


          Cash
Collateralized: With respect to outstanding Letters of Credit, that such
Letters of Credit have been cash collateralized by deposit of funds at the Bank
equal to 105% of the face amount of such Letters of Credit.


          Change
in Control: Any one or more of the following events: (a) any Person or
group of persons within the meaning of § 13(d)(3) of the Securities
Exchange Act of 1934 becomes the beneficial owner, directly or indirectly, of
50% or more of the voting common stock of the Holding Company,
(b) individuals who constitute Continuing Directors cease for any reason to
constitute at least a majority of the board of directors of the Borrower,
(c) the Holding Company fails to own, directly or indirectly, 100% of the
outstanding equity interests in Medical Graphics, and/or (d) at any time
after the consummation of the MediSoft Acquisition, the Holding Company fails
to own, indirectly (through one or more Subsidiaries), 100% of the outstanding
equity interests in MediSoft.


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          Code:
The Internal Revenue Code of 1986, as amended, or any successor statute,
together with regulations thereunder. 


          Collateral:
The collateral as defined in Section 5.1. 


          Compliance
Certificate: The compliance certificate in such form as the Bank may
require from time to time to be delivered by the Borrower to the Bank. 


          Consolidated
Basis: In reference to the Borrower, the Borrower and its Subsidiaries.


          Continuing
Directors: Directors of the Borrower on the date hereof and each other
director, if in each case, such other director’s nomination for election to the
board of directors of the Borrower is recommended by at least a majority of the
Continuing Directors.


          Covered
Subsidiary(ies): Each Domestic Subsidiary, each Foreign Subsidiary which is
a pass-thru entity for United States income tax purposes, each Subsidiary which
has guarantied any of the Obligations, each Subsidiary whose equity interests
have been pledged to secure any of the Obligations, and each Subsidiary which
has pledged any of its assets to secure the Obligations, or any one or more of
such Subsidiaries


          Credit
Party: The Borrower, any Subsidiary of the Borrower, any Person who at any
time guaranties the Obligations or pledges any assets to secure the
Obligations, or any one or more of them. 


          Default:
Any event which, with the giving of notice to the Borrower or lapse of time, or
both, would constitute an Event of Default. 


          Domestic
Subsidiary: Each Subsidiary of the Borrower that is organized under the
laws of the United States or any state or district thereof.


          EBITDA:
For any period of determination and with respect to the Borrower on a
Consolidated Basis, the sum of net income for such period plus
deductions for Interest Expense, taxes, depreciation, and amortization for such
period, all as determined in accordance with GAAP.


          ERISA:
The Employee Retirement Income Security Act of 1974, as amended, and any
successor statute, together with regulations thereunder. 


          ERISA
Affiliate: Any trade or business (whether or not incorporated) that is a
member of a group of which the Borrower is a member and which is treated as a
single employer under Section 414 of the Code. 


          Eurocurrency
Reserve Percentage: The aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other
marginal reserves) expressed as a decimal (rounded upwards, if necessary, to
the next 1/100 of 1%) in effect on any day to which the Bank is subject with
respect to LIBOR Loans pursuant to regulations issued by 


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the Federal
Reserve Board (or any governmental authority succeeding to any of its principal
functions) with respect to eurocurrency funding (currently referred to as
“eurocurrency liabilities” under Regulation D). LIBOR Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without the benefit of or credit for proration, exemptions or offsets that may
be available from time to time to the Bank under Regulation D. The Eurocurrency
Reserve Percentage shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.


          Event
of Default: Any event described in Section 10.1. 


          Federal
Funds Rate: For any day, an annual rate of interest equal to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day, for the immediately
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Bank from
three Federal funds brokers of recognized standing selected by the Bank. The
Bank’s determination of such rate shall be binding and conclusive absent
manifest error.


          Federal
Reserve Board: The Board of Governors of the Federal Reserve System or any
successor thereto. 


          Foreign
Subsidiary: Each Subsidiary of the Borrower that is not a Domestic
Subsidiary.


          GAAP:
Generally accepted accounting principles as in effect from time to time in the
United States, consistently applied, subject, however, to Section 1.2. 


          Group
of LIBOR Loans: LIBOR Loans having the same Interest Period which expire on
the same day.


          Guarantor(s):
Any Person who may guaranty the Obligations, or any one or more of them.


          Guaranty(ies):
Each Guaranty Agreement executed by a Guarantor, and delivered to the Bank, and
respecting the Obligations, as they may be amended, modified, supplemented,
restated or replaced from time to time, or any one or more of them.


          Indebtedness:
Without duplication, all indebtedness for borrowed money or similar credit
extended to or for the account of a Person, including without limitation (a)
obligations secured by any Lien existing on property owned or acquired subject
thereto, whether or not the obligation secured thereby shall have been assumed
and whether or not the obligation secured is the obligation of the owner or
another party; (b) any obligation evidenced by notes, bonds, debentures or
similar instruments; (c) any obligation for the deferred purchase price of any property
or service; (d) any obligation as lessee under any Capitalized Lease; (e) any
credit card obligations outstanding longer than 60 days; (f) all guaranties,
endorsements and other contingent obligations respecting liabilities of others;
and (g) undertakings or agreements to 


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reimburse or
indemnify issuers of letters of credit. For all purposes of this Agreement
Indebtedness of any Person shall include the Indebtedness of any partnership in
which such Person is a general partner.


          Intellectual
Property Security Agreement(s): Those certain Intellectual Property
Security Agreements at any time executed by a Credit Party and delivered to the
Bank, as each may be amended, modified, supplemented, restated or replaced from
time to time, or any one or more of them.


          Interest
Expense: For any period, the total interest expense for such period
(whether paid in cash, accrued or deferred, and including any default interest)
on Indebtedness of the Borrower and its Subsidiaries, as determined in
accordance with GAAP. 


          Interest
Payment Date: With respect to (a) any Base Rate Loan, the last day of each
calendar month and the maturity date of such Loan, (b) any LIBOR Loan
having an Interest Period of three (3) months or shorter, the last day of such
Interest Period and the maturity date of such Loan, (c) any LIBOR Loan
having an Interest Period longer than three (3) months, the respective dates
that fall every three (3) months after the beginning of such Interest Period,
and the maturity date of such Loan, and (d) any Loan (other than a
Revolving Loan that is a Base Rate Loan), the date of any repayment or
prepayment made in respect thereof.


          Interest
Period: With respect to any LIBOR Loan, a period of one (1), two (2), three
(3) or six (6) months; provided that: 


	
  

 	
  

 
	
  

 	
                     (i)          the
 initial Interest Period for such Loan shall commence on the date of such Loan
 (including the date of any conversion from a Loan of another Type), and each
 Interest Period occurring thereafter in respect of such Loan shall commence
 on the day on which the immediately preceding Interest Period expires;

 
	
  

 	
  

 
	
  

 	
                     (ii)          if
 any Interest Period would otherwise end on a day other than a Business Day,
 such Interest Period shall be extended to the next succeeding Business Day,
 unless such Business Day falls in another calendar month, in which case such
 Interest Period shall end on the immediately preceding Business Day;

 
	
  

 	
  

 
	
  

 	
                     (iii)          any
 Interest Period which begins on the last Business Day of a calendar month (or
 on a day for which there is no numerically corresponding day in the calendar
 month at the end of such Interest Period) shall end on the last Business Day
 of a calendar month;

 
	
  

 	
  

 
	
  

 	
                     (iv)          each
 principal installment of the Term Loan shall have an Interest Period ending
 on each installment payment date and the remaining principal balance (if any)
 of the Term Loan shall have an Interest Period determined as set forth above;
 and 

 
	
  

 	
  

 
	
  

 	
                      (v)          no
 Interest Period applicable to a Revolving Loan may extend beyond the
 Revolving Credit Expiration Date, and no Interest Period applicable to the
 Term Loan may extend beyond the Term Loan Maturity Date.

 


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          Investment:
The acquisition, purchase, making or holding of any stock or other security,
any loan, advance, contribution to capital, extension of credit (except for
trade and customer accounts receivable for inventory sold or services rendered
in the ordinary course of business and payable in accordance with customary
trade terms), any acquisitions of real or personal property (other than real
and personal property acquired in the ordinary course of business) and any
purchase or commitment or option to purchase stock or other debt or equity
securities of or any interest in another Person or any integral part of any
business or the assets comprising such business or part thereof. 


          Letter(s)
of Credit: Any letter(s) of credit issued by the Bank pursuant to this
Agreement for the account of the Borrower.


          Letter
of Credit Fee: As defined in Section 2.3(f). 


          LIBOR:
For any Interest Period with respect to a LIBOR Loan, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other
Person which takes over the administration of such rate) for United States
dollar deposits at approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period. If for any reason such rate is not available, the LIBOR for such
Interest Period shall be the rate per annum reasonably determined by the Bank
as the rate of interest at which United States dollar deposits in the
approximate amount of the LIBOR Loans subject to such Interest Period would be
offered by the Bank to major banks in the London interbank eurodollar market at
their request at or about 10:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period. The Bank shall determine LIBOR based on the foregoing, and the Bank’s
determination thereof shall be conclusive and binding except in the case of
manifest error.


          LIBOR
Loan: Any Loan which bears interest at a rate determined by reference to
the Adjusted LIBOR Rate.


          LIBOR
Margin: The “LIBOR Margin” set forth in the definition of Applicable
Margin.


          Lien:
Any security interest, mortgage, pledge, lien, hypothecation, judgment lien or
similar legal process, charge, encumbrance, title retention agreement or
analogous instrument or device (including, without limitation, the interest of
the lessors under Capitalized Leases and the interest of a vendor under any
conditional sale or other title retention agreement). 


          Loan(s):
The Revolving Loans, the Term Loan, or any one or more of them. 


          Loan
Documents: This Agreement, the Notes, the Security Agreements, the Pledge
Agreement, the Intellectual Property Security Agreements, any Rate Protection
Agreement, and each other instrument, document, guaranty, security agreement,
pledge agreement, mortgage, negative pledge agreement or other agreement
executed and delivered by the Borrower or any other Person granting security
interests or providing credit enhancements in connection with this Agreement,
the Loans or any collateral for the Loans. 


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          maturity
date: The Revolving Credit Expiration Date or the Term Loan Maturity Date,
as the context may require.


          MediSoft:
MediSoft SA, a limited liability company (“société anonyme”) incorporated under
Belgian law.


          MediSoft
Acquisition: The acquisition of MediSoft in accordance with the terms and
conditions of that certain Stock Purchase Agreement among MGC Diagnostics
Belgium S.P.R.L., a private limited liability company incorporated under
Belgian law and a subsidiary of the Holding Company, Guy Martinot and
Jean-Benoit Martinot, dated as of July 10, 2014, in the form delivered to the
Bank.


          Note(s):
The Revolving Note, the Term Note, or any one or more of them. 


          Obligations:
The obligation of the Borrower: (a) to pay the principal of and interest
on the Loans in accordance with the terms hereof and thereof, and to satisfy
all of the Borrower’s other obligations to the Bank, whether hereunder or
otherwise, whether now existing or hereafter incurred, whether matured or
unmatured, whether direct or contingent, whether joint, several or joint and
several, including without limitation the obligations pursuant to letters of
credit, obligations with respect to any interest rate swaps, caps, collars or
other derivative or hedging products, including without limitation the Rate
Protection Obligations, Bank Product Obligations, obligations with respect to
any corporate credit cards or other banking products, and obligations to or credit
from others in which the Bank has a direct or indirect interest (including
without limitation participations), including any extensions, modifications,
renewals thereof and substitutions therefor; (b) to repay to the Bank all
amounts advanced by the Bank hereunder or otherwise on behalf of the Borrower,
including, but without limitation, advances for principal or interest payments
to prior secured parties, mortgagees or lienors, or for taxes, levies,
insurance, rent, repairs to or maintenance or storage of any of the Collateral;
and (c) to pay all of the Bank’s expenses and costs, together with the
reasonable and documented fees and expenses of its counsel in connection with
the preparation and negotiation of this Agreement and other Loan Documents, and
any amendments thereto and the documents required hereunder or thereunder, or
any proceedings brought or threatened to enforce payment of any of the
Obligations described in clauses (a) or (b) above. 


          PBGC:
The Pension Benefit Guaranty Corporation, established pursuant to Subtitle A of
Title IV of ERISA, and any successor thereto or to the functions thereof. 


          Permitted
Acquisition: Any Acquisition (other than the MediSoft Acquisition) that occurs when
the following conditions have been satisfied:


	
  

 	
  

 
	
  

 	
                     (i)          the
 aggregate consideration payable in connection with such Acquisition
 (including cash, equity and Indebtedness or liabilities incurred or assumed)
 (x) does not exceed $1,000,000, or (y) taken together with the aggregate
 consideration for all Permitted Acquisitions consummated after the date
 hereof and prior to the date of such Acquisition, does not exceed $3,000,000;

 


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                     (ii)          before
 and after giving effect to such Acquisition, no Default or Event of Default
 has occurred and is continuing or would result therefrom, and all
 representations and warranties of each Credit Party set forth in the Loan
 Documents shall be and remain true and correct in all material respects;

 
	
  

 	
  

 
	
  

 	
                    (iii)          before
 and after giving effect to such Acquisition, the Borrower is in pro forma
 compliance with each of the financial covenants set forth in Section 8.2
 for the four fiscal quarters preceding the date of such Acquisition and for
 the four fiscal quarters following such Acquisition, as if such Acquisition
 had occurred, and any Indebtedness incurred in connection therewith was
 incurred, on the first day of the relevant period for testing compliance, and
 using reasonable projections for future periods, and the Borrower shall have
 delivered to the Bank a pro forma Compliance Certificate certifying to the
 foregoing at least 7 days prior to the date of the consummation of such
 Acquisition;

 
	
  

 	
  

 
	
  

 	
                    (iv)           reasonably
 prior to such Acquisition, the Bank shall have received complete executed or
 final copies of each material document, instrument and agreement to be
 executed in connection with such Acquisition together with all lien search
 reports and lien release letters and other documents as the Bank may
 reasonably require to evidence the termination of Liens on the assets or
 business to be acquired;

 
	
  

 	
  

 
	
  

 	
                     (v)           such
 Acquisition is consensual and approved by the equity holders or
 the board of directors (or the equivalent thereof) of the Person whose equity or assets are
 being acquired;

 
	
  

 	
  

 
	
  

 	
                     (vi)          the
 Person or assets being acquired is located in the United States or European
 Union, and is in a substantially similar line of business conducted by the
 Borrower and its Subsidiaries on the date hereof or a line of business
 reasonably related thereto;

 
	
  

 	
  

 
	
  

 	
                     (vii)         such
 Acquisition is consummated in compliance with all requirements of applicable
 law, and all consents and approvals from any governmental authority or other
 Person required in connection with such Acquisition have been obtained;

 
	
  

 	
  

 
	
  

 	
                     (viii)        after
 giving effect to such Acquisition and any Indebtedness incurred in connection
 therewith, the sum of (a) the Revolving Credit Facility minus
 (b) the aggregate unpaid principal amount of all outstanding Revolving
 Loans (together with the aggregate maximum amount available to be drawn under
 Letters of Credit outstanding on such date and any Unpaid Drawings) is at
 least $1,500,000;

 
	
  

 	
  

 
	
  

 	
                     (ix)           the
 Borrower shall have executed and delivered, or caused its Subsidiaries to
 execute and deliver, all Guaranties, Security Agreements and other documents
 required under Section 8.15;

 
	
  

 	
  

 
	
  

 	
                     (x)
           if
 the Acquisition is structured as a merger, the Borrower is the surviving
 entity; and

 


14









	
  

 	
  

 
	
  

 	
                     (xi)          the
 Borrower has delivered to the Bank a certificate certifying that each of the
 conditions set forth above has been satisfied.

 



          Permitted
Lien: Any Lien of a kind specified in paragraphs (a)-(g) of Section 9.11.


          Person:
Any natural person, corporation, limited liability company, limited company,
partnership, joint venture, firm, association, trust, unincorporated
organization, government or governmental agency or political subdivision or any
other entity, whether acting in an individual, fiduciary or other capacity. 


          Plan:
An employee benefit plan or other plan, maintained for employees of the
Borrower or of any ERISA Affiliate, and subject to Title IV of ERISA or
Section 412 of the Code. 


          Pledge
Agreement (s): Those certain Pledge Agreements at any time executed by a
Credit Party and delivered to the Bank, as each may be amended, modified,
supplemented, restated or replaced from time to time, or any one or more of
them.


          Rate
Protection Agreement: Any interest rate swap, cap or option agreement, or
any other agreement pursuant to which the Borrower hedges interest rate risk
with respect to a portion of the Obligations, entered into by the Borrower with
a Rate Protection Provider.


          Rate
Protection Obligations: The liabilities, indebtedness and obligations of
the Borrower, if any, to any Rate Protection Provider under a Rate Protection
Agreement.


          Rate
Protection Provider: The Bank or any affiliate of the Bank, that is the
counterparty of the Borrower under any Rate Protection Agreement.


          Reportable
Event: A reportable event as defined in Section 4043 of ERISA and the
regulations issued under such Section, with respect to a Plan, excluding,
however, such events as to which the PBGC by regulation has waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and Section 302 of ERISA
shall be a reportable event regardless of the issuance of any such waivers in
accordance with Section 412(d) of the Code. 


          Revolving
Credit Expiration Date: The date that first occurs: (i) July 24, 2015,
or (ii) the date on which the Revolving Credit Facility is terminated
pursuant to Section 10.2. 


          Revolving
Credit Facility: The revolving credit facility under which the Bank may
make Revolving Loans to the Borrower in accordance with Section 2.1, Section
2.3(g) and/or Section 4.5, up to an aggregate principal amount
(including the aggregate maximum amount available to be drawn under outstanding
Letters of Credit and any Unpaid Drawings) at any one time outstanding not to
exceed $3,000,000.


          Revolving
Loan(s): Any loan(s) made by the Bank to the Borrower under the Revolving
Credit Facility. 


15





          Revolving
Note: That certain Revolving Note, dated the date hereof, executed by the
Borrower and made payable to the order of the Bank in the original principal
amount of $3,000,000, as it may be amended, modified, supplemented, restated or
replaced from time to time. 


          Security
Agreement(s): Those certain Security Agreements at any time executed by a
Credit Party and delivered to the Bank, as each may be amended, modified,
supplemented, restated or replaced from time to time, or any one or more of
them. 


          Subordinated
Debt: Any Indebtedness of the Borrower, now existing or hereafter created,
incurred or arising, which is subordinated in right of payment to the payment
of the Obligations in a manner and to an extent that the Bank has approved in
writing prior to the date hereof or prior to the creation of such Indebtedness.


          Subsidiary:
Any Person of which or in which the Borrower and any Person that otherwise
satisfies this definition of a “Subsidiary” of any Borrower own directly or
indirectly 50% or more of: (a) the combined voting power of all classes of
stock or other equity interests having general voting power under ordinary
circumstances to elect a majority of the board of directors of such Person, if
it is a corporation, or the board of governors or managers of such Person, if
it is a limited liability company or a limited company, (b) the capital
interest or profit interest of such Person, if it is a partnership, joint
venture or similar entity, or (c) the beneficial interest of such Person,
if it is a trust, association or other unincorporated organization. Except as
the context may otherwise require, references to “Subsidiary” or “Subsidiaries”
herein shall constitute references to a Subsidiary or Subsidiaries of a Borrower.



          Term
Loan: The term loan in the aggregate amount of $4,000,000 made by the Bank
to the Borrower in accordance with Section 2.2. 


          Term
Loan Maturity Date: The date that first occurs: (i) July 24, 2019, or
(ii) the date on which the Term Loan is accelerated pursuant to Section 10.2.



          Term
Note: That certain Term Note, dated the date hereof, executed by the
Borrower and made payable to the order of the Bank in the original principal
amount of $4,000,000, as it may be amended, modified, supplemented, restated or
replaced from time to time. 


          Total
Leverage Ratio: For any determination date and with respect to the Borrower
on a Consolidated Basis, the ratio of (i) the sum of all Indebtedness on
such date divided by (ii) Adjusted EBITDA for the four
fiscal quarters ending on such date, all as determined in accordance with GAAP.


          Trade
Accounts Payable: The trade accounts payable of any Person with a maturity
of not greater than 90 days incurred in the ordinary course of such Person’s
business. 


          Type:
A Base Rate Loan or a LIBOR Loan.


          Unpaid
Drawing. As defined in Section 2.3(d).


16






          Section
1.2 Accounting Terms and Calculations.
Except as may be expressly provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder (including, without limitation, determination of compliance with
financial ratios and restrictions in Articles 8 and 9
hereof) shall be made in accordance with GAAP consistently applied. To the
extent any change in GAAP affects any computation or determination required to
be made pursuant to this Agreement, such computation or determination shall be
made as if such change in GAAP had not occurred unless the Borrower and the
Bank agree in writing on an adjustment to such computation or determination to
account for such change in GAAP.


          Section
1.3 Other
Definitional Terms. The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. References to Sections, Exhibits, Schedules and like references
are to this Agreement unless otherwise expressly provided. 


	
  

 	
  

 
	
  

 	
 ARTICLE
 2 TERMS OF LENDING

 
	
  

 	
  

 
	
  

 	
 Section
 2.1          Terms of
 Revolving Credit Facility. 

 
	
  

 	
  

 
	
  

 	
           (a)          Revolving
 Credit Facility. Subject to and upon the terms
 and conditions hereof and in reliance upon the representations and warranties
 of the Borrower herein, the Bank agrees to make Revolving Loans to the
 Borrower under the Revolving Credit Facility from time to time from the date
 hereof until the Revolving Credit Expiration Date, during which period the
 Borrower may repay and reborrow in accordance with the provisions hereof, provided
 that the aggregate unpaid principal amount of all outstanding
 Revolving Loans (together with the aggregate maximum amount available to be
 drawn under Letters of Credit outstanding on such date and any Unpaid
 Drawings), shall not exceed the Revolving Credit Facility at any time. If, at
 any time, or for any reason, the principal amount outstanding under the
 Revolving Loans (together with the aggregate maximum amount available to be
 drawn under Letters of Credit outstanding on such date and any Unpaid
 Drawings) exceeds the Revolving Credit Facility, the Borrower shall
 immediately pay to the Bank, in cash, the amount of such excess.

 
	
  

 	
  

 
	
  

 	
           (b)          Borrowing
 Procedures. Each time the Borrower desires to
 obtain a Revolving Loan under the Revolving Credit Facility, such request
 shall be in writing (which may be by fax/e-mail transmission) or by
 telephone, and must be given so as to be received by the Bank (x) prior to
 11:00 a.m. (Minneapolis time) on the requested date of each Base Rate Loan
 and (y) prior to 11:00 a.m. (Minneapolis time) three (3) Business Days prior
 to the requested date of each LIBOR Loan. Each request for a Revolving Loan
 shall be irrevocable and shall specify (i) the aggregate principal amount of
 such Revolving Loan, (ii) the date of such Revolving Loan (which shall be a
 Business Day), (iii) the Type of such Revolving Loan, and (iv) in the
 case of a LIBOR Loan, the duration of the initial Interest Period applicable
 thereto (subject to the provisions of the definition of Interest Period).
 Each Revolving Loan shall consist entirely of Base Rate Loans or 

 


17









	
  

 	
  

 
	
  

 	
 LIBOR Loans,
 as the Borrower may request. The aggregate principal amount of each LIBOR
 Loan shall not be less than $500,000 or a larger multiple of $100,000, and
 the aggregate principal amount of each Base Rate Loan shall not be less than
 $100,000 or a larger multiple of $50,000; provided that Base Rate
 Loans made pursuant to Section 2.3(g) or Section 4.5 may be made
 in lesser amounts. At no time shall the total number of Groups of LIBOR Loans
 outstanding at any time exceed six (6). Any request for a Revolving Loan
 shall be deemed to be a representation that no event has occurred and is
 continuing, or will result from such Revolving Loan, which constitutes a
 Default or an Event of Default, and that the Borrower’s representations and
 warranties contained in Article 7 are true and correct as of the
 date of the Revolving Loan as though made on and as of such date (except to
 the extent such representations and warranties relate solely to an earlier
 date). Unless any applicable condition precedent specified in Article 6
 has not been satisfied or waived by the Bank, the Bank shall make the amount
 of the requested Revolving Loan available to the Borrower at the Bank’s main
 office in Minneapolis, Minnesota, in immediately available funds not later
 than 5:00 p.m. (Minneapolis time) on the date requested. The Borrower shall
 be obligated to repay all Revolving Loans the Bank reasonably determines were
 requested on behalf of the Borrower notwithstanding the fact that the person
 requesting the same was not in fact authorized to do so.

 
	
  

 	
  

 
	
  

 	
           (c)          The
 Revolving Note. The obligation of the Borrower
 to repay any and all Revolving Loans made under Section 2.1, Section
 2.3(g) and/or Section 4.5, shall be evidenced by the Revolving
 Note. The Bank shall enter in its records the amount of each advance under,
 and the payments made on, the Revolving Credit Facility, and such records
 shall be deemed conclusive evidence of the subject matter thereof, absent
 manifest error. 

 
	
  

 	
  

 
	
  

 	
 Section
 2.2          Terms of the Term Loan. 

 
	
  

 	
  

 
	
  

 	
           (a)          Term
 Loan. Subject to and upon the terms and
 conditions hereof and in reliance upon the representations and warranties of
 the Borrower herein, the Bank agrees to make the Term Loan to the Borrower on
 the date hereof. The Term Loan shall
 be a Base Rate Loan until converted in accordance with Section 3.1(c);
 provided that any such conversion shall not occur prior to the
 consummation of the MediSoft Acquisition.

 
	
  

 	
  

 
	
  

 	
           (b)          Term
 Note. The obligation of the Borrower to repay
 the Term Loan shall be evidenced by the Term Note. The Bank shall enter in
 its records the amount of the payments made on the Term Loan, and such
 records shall be deemed conclusive evidence of the subject matter thereof,
 absent manifest error.

 
	
  

 	
  

 
	
  

 	
 Section
 2.3          Terms of
 the Letter of Credit Facility.

 
	
  

 	
  

 
	
  

 	
           (a)          Letters
 of Credit. Upon the terms and subject to the
 conditions of this Agreement, the Bank agrees to issue Letters of Credit for
 the account of the Borrower from time to time until the Revolving Credit
 Expiration Date in such amounts as the Borrower shall request, provided that
 no Letter of Credit will be issued in any amount which, after giving effect
 to such issuance, would cause (a) all outstanding Revolving

 


18









	
  

 	
  

 
	
  

 	
 Loans made
 under Section 2.1 (together with the aggregate maximum amount
 available to be drawn under Letters of Credit outstanding on such date and
 any Unpaid Drawings) to exceed the Revolving Credit Facility, or (b) the
 aggregate face amount of all Letters of Credit outstanding on such date to
 exceed $500,000.

 
	
  

 	
  

 
	
  

 	
           (b)          Procedures
 for Letters of Credit. Each request for a Letter
 of Credit shall be made by the Borrower in writing, by fax or e-mail
 transmission received by the Bank by 2:00 p.m. (Minneapolis time) on a
 Business Day which is not less than one Business Day preceding the requested
 date of issuance (which shall also be a Business Day). Each request for a
 Letter of Credit shall be deemed a representation by the Borrower that on the
 date of issuance of such Letter of Credit and after giving effect thereto the
 applicable conditions specified in Article 6 have been and will
 be satisfied. The Bank may require that such request be made on such letter
 of credit application and reimbursement agreement form as the Bank may from
 time to time specify (provided that if there is any conflict
 between the terms of this Agreement and any such reimbursement agreement, the
 terms of this Agreement shall control), along with satisfactory evidence of
 the authority and incumbency of the officials of the Borrower making such
 request. 

 
	
  

 	
  

 
	
  

 	
           (c)          Terms
 of Letters of Credit. Letters of Credit shall be
 issued in support of obligations of the Borrower. All Letters of Credit must
 expire not later than the Business Day preceding the Revolving Credit
 Expiration Date, unless Cash Collateralized. No Letter of Credit may have a
 term longer than 12 months unless otherwise agreed by the Bank.

 
	
  

 	
  

 
	
  

 	
           (d)          Agreement
 to Repay Letter of Credit Drawings. If the Bank
 has received documents purporting to draw under a Letter of Credit that the
 Bank believes conform to the requirements of the Letter of Credit, or if the
 Bank has decided that it will comply with the Borrower’s written or oral
 request or authorization to pay a drawing on any Letter of Credit that the
 Bank does not believe conforms to the requirements of the Letter of Credit,
 it will notify the Borrower of that fact. The Borrower shall reimburse the
 Bank by 9:30 a.m. (Minneapolis time) on the day on which such drawing is to
 be paid in immediately available funds in an amount equal to the amount of
 such drawing. Any amount by which the Borrower has failed to reimburse the
 Bank for the full amount of such drawing by 10:00 a.m. (Minneapolis time) on
 the date on which the Bank in its notice indicated that it would pay such
 drawing, until reimbursed from the proceeds of Revolving Loans pursuant to Section
 2.3(g), is an “Unpaid Drawing.”

 
	
  

 	
  

 
	
  

 	
           (e)          Obligations
 Absolute. The obligation of the Borrower under Section 2.3(d)
 to repay the Bank for any amount drawn on any Letter of Credit and to repay
 the Bank for any Revolving Loans made under Section 2.3(g) to
 cover Unpaid Drawings shall be absolute, unconditional and irrevocable, shall
 continue for so long as any Letter of Credit is outstanding notwithstanding
 any termination of this Agreement, and shall be paid strictly in accordance
 with the terms of this Agreement, under all circumstances whatsoever,
 including without limitation the following circumstances:

 


19





 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
             (1)          any
 lack of validity or enforceability of any Letter of Credit;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
             (2)          the
 existence of any claim, setoff, defense or other right which the Borrower may
 have or claim at any time against any beneficiary, transferee or holder of
 any Letter of Credit (or any Person for whom any such beneficiary, transferee
 or holder may be acting), the Bank or any other Person, whether in connection
 with a Letter of Credit, this Agreement, the transactions contemplated
 hereby, or any unrelated transaction; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
             (3)          any
 statement or any other document presented under any Letter of Credit proving
 to be forged, fraudulent, invalid or insufficient in any respect or any
 statement therein being untrue or inaccurate in any respect whatsoever.

 
	
  

 	
  

 	
  

 
	
  

 	
           Neither the
 Bank, nor any of its officers, directors or employees, shall be liable or
 responsible for, and the obligations of the Borrower to the Bank shall not be
 impaired by:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)         the
 use which may be made of any Letter of Credit or for any acts or omissions of
 any beneficiary, transferee or holder thereof in connection therewith;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)          the
 validity, sufficiency or genuineness of documents, or of any endorsements
 thereon, even if such documents or endorsements should, in fact, prove to be
 in any or all respects invalid, insufficient, fraudulent or forged;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (C)          the
 acceptance by the Bank of documents that appear on their face to be in order,
 without responsibility for further investigation, regardless of any notice or
 information to the contrary; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (D)          any
 other action of the Bank in making or failing to make payment under any
 Letter of Credit if in good faith and in conformity with U.S. or foreign
 laws, regulations or customs applicable thereto.

 
	
  

 	
  

 
	
  

 	
           (f)            Letter
 of Credit Fees. For each Letter of Credit
 issued, the Borrower jointly and severally agrees to pay to the Bank, in
 advance payable on the date of issuance, a fee (a “Letter of Credit Fee”)
 in an amount determined by applying a per annum rate equal to 1.50% to the
 original face amount of the Letter of Credit for the period from the date of
 issuance to the scheduled expiration date of such Letter of Credit. In
 addition to the Letter of Credit Fee, the Borrower jointly and severally
 agrees to pay to the Bank, on demand, all issuance, amendment, drawing and
 other fees regularly charged by the Bank to its letter of credit customers
 and all reasonable expenses incurred by the Bank in connection with the issuance,
 amendment, administration or payment of any Letter of Credit.

 


20









	
  

 	
  

 
	
  

 	
           (g)          Loans
 to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists, the Bank is
 authorized (and the Borrower does hereby so authorize the Bank) to make a Revolving
 Loan (regardless of noncompliance with the applicable conditions precedent
 specified in Article 6 and regardless of whether a Default or Event of
 Default then exists) (which Revolving Loan shall be a Base Rate Loan) in an
 amount equal to the amount of the Unpaid Drawing to reimburse the Bank for
 such Unpaid Drawing. If at the time the Bank makes a Revolving Loan pursuant
 to the provisions of this Section, the applicable conditions precedent
 specified in Article 6 shall not have been satisfied, the
 Borrower shall pay to the Bank interest on the funds so advanced at a
 floating rate per annum equal to the sum of the rate otherwise applicable
 thereto, plus 2.0%.

 



          ARTICLE
3 INTEREST AND COSTS


          Section
3.1       Interest.
Interest on the principal amount of all Loans shall accrue from and including
the date such Loans are made to but excluding the date of any repayment
thereof. The unpaid principal amount of a Revolving Loan may be, from time to
time, a Base Rate Loan or a LIBOR Loan; and the unpaid principal amount of the
Term Loan may be, from time to time, Base Rate Loans or LIBOR Loans, or a
combination thereof. Base Rate Loans and LIBOR Loans may be outstanding at the
same time, provided that not more than six (6) Groups of LIBOR
Loans shall be outstanding at any time. The Loans shall accrue interest as
follows:


	
  

 	
  

 
	
  

 	
           (a)          Base Rate Loans. The unpaid principal
 amount of each Revolving Loan which is a Base Rate Loan, and each portion of
 the Term Loan which is a Base Rate Loan, shall bear interest at a rate per
 annum equal to the Base Rate plus the Base Rate Margin. The Bank may
 lend to its customers at rates that are at, above, or below the interest
 rates applicable to the Base Rate Loans.

 
	
  

 	
  

 
	
  

 	
           (b)          LIBOR Loans. The unpaid principal
 amount of each Revolving Loan which is a LIBOR Loan, and each portion of the
 Term Loan which is a LIBOR Loan, shall bear interest for each Interest Period
 applicable thereto at a rate per annum equal to the Adjusted LIBOR Rate for
 such Interest Period plus the LIBOR Margin. The Bank may lend to its
 customers at rates that are at, above, or below the interest rates applicable
 to the LIBOR Loans.

 
	
  

 	
  

 
	
  

 	
           (c)          Continuation/Conversion. The Term
 Loan shall initially be a Base Rate Loan, and each Revolving Loan shall
 initially be of the Type specified in the applicable request. Thereafter, the
 Borrower may elect from time to time to:

 






	
  

 	
  

 
	
  

 	
               (i)          convert
 LIBOR Loans to Base Rate Loans by giving the Bank irrevocable notice of such
 election no later than 11:00 a.m. one (1) Business Day prior to the date of
 such conversion; provided that any such conversion of LIBOR
 Loans may be made only on the last day of the Interest Period applicable
 thereto;

 
	
  

 	
  

 
	
  

 	
               (ii)          convert
 Base Rate Loans to LIBOR Loans by giving the Bank irrevocable notice of such
 election no later than 11:00 a.m. three (3) Business Days prior to the date
 of such conversion (which notice shall specify the length 

 


21









	
  

 	
  

 
	
  

 	
 of the
 initial Interest Period applicable thereto); provided that no
 Base Rate Loan may be converted to a LIBOR Loan when any Default or Event of
 Default has occurred and is continuing or after the date that is one (1)
 month prior to the maturity date; and

 
	
  

 	
  

 
	
  

 	
               (iii)          continue
 any LIBOR Loan as a LIBOR Loan upon the expiration of the then current
 Interest Period applicable thereto by giving the Bank irrevocable notice of
 such election no later than 11:00 a.m. three (3) Business Days prior to the
 end of the then current Interest Period (which notice shall specify the
 length of the next Interest Period to be applicable to such Loans); provided
 that no LIBOR Loan may be continued as a LIBOR Loan at the end of the
 applicable Interest Period when any Default or Event of Default has occurred
 and is continuing or after the date that is one (1) month prior to the
 maturity date; and provided, further, that if the
 Borrower shall fail to give any required notice as described above in this
 paragraph or if such continuation is not permitted pursuant to the preceding
 proviso, such Loans shall be converted automatically to Base Rate Loans on
 the last day of the then expiring Interest Period.

 
	
  

 	
  

 



Notwithstanding anything to the contrary in this Agreement, no LIBOR
Loans may be made on the date hereof, and all borrowings, conversions,
continuations and optional prepayments of LIBOR Loans and all selections of
Interest Periods shall be in such amounts and be made pursuant to such
elections so that (i) after giving effect thereto, the aggregate principal
amount of the LIBOR Loans comprising each Group of LIBOR Loans shall be equal
to $500,000 or a larger multiple of $100,000 in excess thereof, and (ii) no
more than six (6) Groups of LIBOR Loans shall be outstanding at any one time.


          Section
3.2 Computation. All computations of
interest on the outstanding principal balance of each Base Rate Loan shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed. All other computations of interest and fees shall be made on a basis of a 360-day year and actual days
elapsed (which results in a higher effective interest rate than the numeric
interest rate stated in this Agreement and in more fees, as applicable, being
paid than if computed on the basis of a 365-day or 366-day year).


          Section
3.3 Payment Dates. Interest accruing on
the principal balance of the Loans shall be due and payable on the Interest
Payment Date applicable thereto. Interest on any Loan (other than a Revolving Loan
that is a Base Rate Loan) which is converted into a Loan of another Type or
which is repaid or prepaid shall be payable on the date of such conversion or
on the date of any such repayment or prepayment (on the amount repaid or
prepaid) thereof.


          Section
3.4 Increased Costs. If, as a result of
any generally applicable law, rule, regulation, treaty or directive, or any
generally applicable change therein or in the interpretation or administration
thereof, or compliance by the Bank with any generally applicable request or
directive (whether or not having the force of law) from any court, central
bank, governmental authority, agency or instrumentality, or comparable agency,
in each case after the date hereof:


22





 


	
  

 	
  

 
	
  

 	
           (a)          any
 tax, duty or other charge with respect to any Note, any Loan or the Revolving
 Credit Facility is imposed, modified or deemed applicable, or the basis of
 taxation of payments to the Bank of interest or principal of the Loans (other
 than taxes imposed on the overall net income of the Bank by the jurisdiction
 in which the Bank has its principal office) is changed;

 
	
  

 	
  

 
	
  

 	
           (b)          any
 reserve, special deposit, special assessment or similar requirement against
 assets of, deposits with or for the account of, or credit extended by, the
 Bank is imposed, modified or deemed applicable;

 
	
  

 	
  

 
	
  

 	
           (c)           any
 increase in the amount of capital required or expected to be maintained by
 the Bank or any Person controlling the Bank is imposed, modified or deemed
 applicable; or

 
	
  

 	
  

 
	
  

 	
           (d)           any
 other condition affecting this Agreement, the Notes, the Loans or the
 Revolving Credit Facility is imposed on the Bank or the relevant funding
 markets;

 



and the Bank
reasonably and in good faith determines that, by reason thereof, the cost to
the Bank of making or maintaining the Loans or the Revolving Credit Facility is
increased, or the amount of any sum receivable by the Bank hereunder or under
any Note in respect of any Loan is reduced; then, the Borrower shall pay
to the Bank upon demand (which demand shall include sufficient evidence
thereof) such additional amount or amounts as will compensate the Bank (or the
controlling Person in the instance of (c) above) for such additional costs or
reduction. In determining such amounts, the Bank may use any reasonable
averaging, attribution and allocation methods. 


          A
certificate signed by an officer of the Bank setting forth any additional
amount required to be paid by the Borrower to the Bank under any provision of
this Section 3.4, and the computations made by the Bank to determine
such additional amount, shall be submitted by the Bank to the Borrower in
connection with each demand made at any time by the Bank upon the Borrower
under any of such provisions. Such certificate, in the absence of manifest
error, shall be conclusive as to the additional amount owed. Notwithstanding
anything to the contrary set forth in Section 3.4, if the Bank has
unreasonably delayed or withheld such certificate, the Bank shall not be
entitled to receive additional payments for periods occurring prior to the one
hundred eightieth (180th) day before the receipt of such certificate (provided
that this limitation shall not apply to reductions arising out of the
retroactive application of any law, treaty, rule, regulation, guideline or
order which arises during such one hundred eighty (180) day period); and provided
further, that the Bank shall not be entitled to any such additional
amounts, unless the Bank is imposing similar types of assessments on other
similarly situated borrowers. 


          Section
3.5       Funding
Indemnity. If any payment of a LIBOR Loan occurs
on a date which is not the last day of the applicable Interest Period, whether
because of acceleration, payment, prepayment or otherwise, or a LIBOR Loan is
not made, converted or continued on the date specified by the Borrower for any
reason other than default by the Bank, the Borrower jointly and severally will
indemnify the Bank for any loss or cost incurred by it resulting therefrom,
including without limitation, any loss or cost in liquidating or employing
deposits


23






acquired to fund or maintain such Loan, in addition to
any customary fees charged by the Bank in connection with the foregoing.


          Section
3.6 Late Fees. In the event that any amount is not
paid within 10 days after the due date thereof (other than due to a failure of
the “auto-pay” mechanism contemplated by the first sentence of Section 4.6
to the extent of available funds in such account), the Borrower shall pay to
the Bank upon demand a late charge equal to 5% of such overdue amount or $5.00,
whichever is greater. This late charge is in addition to any default rate of
interest that may be imposed. 


          Section
3.7 Closing Fee. On the date hereof, the Borrower
shall pay to the Bank a closing fee in the amount of $35,000. In addition, on
the date hereof, the Borrower shall pay all of the Bank’s legal fees and
expenses incurred in connection with the preparation, negotiation and execution
of the Loan Documents, all filing and recording fees, and all of the Bank’s
out-of-pocket costs in connection with its due diligence.


          Section
3.8 Illegality. If the Bank determines that it is
unlawful or impossible to make, maintain or fund any LIBOR Loan, the obligation
of the Bank to make or to continue LIBOR Loans shall be suspended until the
circumstances giving rise to such suspension no longer exist. During any such
suspension, all Loans shall be made or continued as Base Rate Loans.


          ARTICLE
4 PAYMENTS AND PREPAYMENTS


          Section
4.1 Repayment. 



	
  

 	
  

 
	
  

 	
           (a)          Revolving
 Loans. Principal of the Revolving Loans shall be due and
 payable on the Revolving Credit Expiration Date. In addition, the Revolving
 Loans shall be subject to prepayment as provided in Section 2.1 and/or
 Section 4.3.

 
	
  

 	
  

 
	
  

 	
           (b)          Term
 Loan. Principal of the Term Loan shall be paid in equal
 monthly installments of $66,666.67 each, due and payable on the last day of
 each month commencing August 31, 2014. In addition, the Term Loan shall be
 subject to prepayment as provided in Section 4.3.

 



          Section
4.2 Optional Prepayments. 


	
  

 	
  

 
	
  

 	
           (a)          Revolving
 Loans. The Borrower may prepay the Revolving Loans which are
 Base Rate Loans in whole or in part at any time without premium or penalty.
 The Borrower may prepay the Revolving Loans which are LIBOR Loans at the end
 of the Interest Period applicable thereto without premium or penalty. Any
 prepayment of a LIBOR Loan must be accompanied by accrued and unpaid interest
 on the amount prepaid. If a LIBOR Loan is prepaid on any day other than the
 last day of the Interest Period applicable thereto, the Borrower shall also
 pay any amounts owing pursuant to Section 3.5.

 


24





 


	
  

 	
  

 
	
  

 	
           (b)          Term Loan. The Borrower may
 prepay that portion of the Term Loan which are Base Rate Loans in whole or in
 part at any time without premium or penalty. The Borrower may prepay that
 portion of the Term Loan which are LIBOR Loans at the end of the Interest
 Period applicable thereto without premium or penalty. Any prepayment of a
 LIBOR Loan must be accompanied by accrued and unpaid interest on the amount
 prepaid. If a LIBOR Loan is prepaid on any day other than the last day of the
 Interest Period applicable thereto, the Borrower shall also pay any amounts
 owing pursuant to Section 3.5. 

 



          Section
4.3 Mandatory Prepayments; Accelerated Payments.


	
  

 	
  

 	
  

 
	
  

 	
           (a)          Mandatory Prepayments. The
 Loans are subject to mandatory prepayment as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                  (i)          No
 later than the third (3rd) Business Day following the date of
 receipt by the Borrower or any Guarantor (which is a Subsidiary) of any
 proceeds of any sale or disposition by the Borrower or such Guarantor of any
 of its assets, or any proceeds from any casualty insurance policies or
 eminent domain, condemnation or similar proceedings, the Borrower shall
 prepay the Obligations in an amount equal to all such proceeds, net of
 commissions and other reasonable and customary transaction costs, fees and
 expenses properly attributable to such transaction and payable by the
 Borrower or such Guarantor in connection therewith (in each case, paid to
 non-Affiliates); provided that the Borrower shall not be
 required to prepay the Obligations with respect to (i) proceeds from the
 sales of assets permitted under Section 9.2 and (ii) proceeds from
 casualty insurance policies or eminent domain, condemnation or similar
 proceedings that are reinvested in assets then used or usable in the business
 of the Borrower or such Guarantor within 180 days following receipt thereof,
 so long as such proceeds are held in accounts at the Bank until reinvested.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 
 (ii)        No later than the
 third (3rd) Business Day following the date of receipt by the
 Borrower or any Guarantor (which is a Subsidiary) of any proceeds from any issuance
 of equity or Indebtedness by the Borrower or such Guarantor, the Borrower
 shall prepay the Obligations in an amount equal to all such proceeds, net of
 underwriting discounts and commissions and other reasonable and customary
 transaction costs, fees and expenses properly attributable to such
 transaction and payable by the Borrower or such Guarantor in connection
 therewith (in each case, paid to non-Affiliates); provided that
 the Borrower shall not be required to prepay the Obligations with respect to
 proceeds of Indebtedness permitted under Section 9.10; provided,
 further, the Borrower shall not be required to prepay the Obligations
 with respect to any proceeds received or deemed to be received in connection
 with any equity issuances from, under or pursuant to (i) the exercise of
 employee stock options; (ii) the Borrower’s employee share purchase plan;
 (iii) restricted stock awards; (iv) performance share awards; (v) director
 compensation; and (vi) the exercise of the warrant issued in connection with
 the MediSoft Acquisition.

 


25









	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 
 (iii)       The Borrower shall pay
 the Term Loan in full on August 15, 2014, in the event that the MediSoft
 Acquisition shall not have been consummated on or before August 14, 2014 in
 accordance with Section 9.9(k) below.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)          Accelerated Payments. Upon the
 occurrence of an Event of Default and the acceleration of the Loans and
 Notes, pursuant to and as permitted by Section 10.2, the Loans
 and all other Obligations shall be immediately due and payable as provided in
 Section 10.2 and in the Notes.

 



          Section
4.4 Payments. Payments and prepayments of principal
of, and interest on, the Notes and all fees, expenses and other obligations
under the Loan Documents shall be made without set-off or counterclaim in
immediately available funds not later than 2:00 p.m. (Minneapolis time) on the
dates due at the main office of the Bank in Minneapolis, Minnesota. Funds
received on any day after such time shall be deemed to have been received on
the next Business Day. Whenever any payment to be made hereunder or on any Loan
or Note shall be stated to be due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of any interest or fees.


          Section
4.5 Advances. The Bank is hereby authorized to pay
accrued interest on the Loans, the principal of the Loans, any and all other
amounts due and payable under the Loan Documents, and any checks presented for
payment, by making one or more Revolving Loans (which shall be Base Rate
Loans), all without further authorization of the Borrower.


          Section
4.6 Auto-Pay; Debits. The Borrower acknowledges and
agrees that Holding Company’s main operating account at the Bank (account
number 3290285) shall be set-up on “auto-pay” to pay scheduled payments on the
Loans on each due date. In addition, the Bank shall have the right to pay
accrued interest on the Loans, the principal of the Loans, any and all other
amounts due and payable under the Loan Documents, and any checks presented for
payment, by debiting any accounts of the Borrower at the Bank, all without
further authorization of the Borrower. The Bank shall deliver prompt written
notice to the Borrower of any such debit (provided, however, that
failure to give such notice shall not invalidate any such debit).


          Section
4.7 Application of the Payments. Any voluntary
prepayment of any Loan shall be applied to such Loan as the Borrower may
direct, and any prepayment shall be applied first to the payment of accrued
interest then due and payable, and then to the reduction of principal of such
Loan (and in the case of the Term Loan, in inverse order of maturity). Any
prepayment resulting from an acceleration of the Loans and Notes shall be
applied to any and all of the Loans and Notes in such order and such amounts as
the Bank may from time to time determine and direct, notwithstanding any
contrary instructions or directions of the Borrower. 


          ARTICLE
5 COLLATERAL SECURITY


          Section
5.1 Composition of the Collateral. The property in
which a security interest is granted pursuant to this Agreement, any Security
Agreement or any other Loan Document and 


26





the provisions of Section 5.2 is herein
collectively called the “Collateral.” The Collateral, together with all
the Borrower’s other property of any kind held by the Bank, shall stand as one
general, continuing collateral security for all of the Obligations, and may be
retained by the Bank until all Obligations (other than inchoate indemnification
obligations) have been satisfied in full in cash, the Revolving Credit Facility
has terminated or expired and all outstanding Letters of Credit have been Cash
Collateralized. 


          Section
5.2 Rights in Property Held by the Bank. As security
for the prompt satisfaction of all Obligations, the Borrower hereby
collaterally assigns, transfers and sets over to the Bank all of its right,
title and interest in and to, and grants to the Bank a lien on and a security
interest in, any amounts which may be owing from time to time by the Bank to
the Borrower in any capacity, including, but without limitation, any balance or
share belonging to the Borrower of any deposit or other account with the Bank,
which lien and security interest shall be independent of any right of setoff
which the Bank may have. 


          Section
5.3 Priority of Liens. The liens as provided for under
this Agreement, the Security Agreements and the other Loan Documents shall be
first and prior liens, subject only to Permitted Liens. 


          Section
5.4 Further Assurances. The Borrower will authorize,
execute and deliver such security agreements, assignments and UCC financing
statements (including amendments thereto and continuation statements thereof)
in form satisfactory to the Bank as the Bank may specify and will pay or
reimburse the Bank for all costs of filing or recording the same in such public
offices as the Bank may designate, and take such other steps as the Bank shall
direct, including the noting of the Bank’s lien on the chattel paper or any
vehicle certificates of title, in order to perfect the Bank’s interest in the
Collateral. 


          ARTICLE
6 CONDITIONS PRECEDENT


          Section
6.1 Conditions of Initial Loan. The obligation of the
Bank to make the initial Loan hereunder, and the Bank’s obligation to issue the
initial Letter of Credit hereunder, shall be subject to the satisfaction of the
conditions precedent, in addition to the conditions precedent set forth in Section 6.2
below, that the Bank shall have received all of the following, in form and
substance satisfactory to the Bank, each duly executed and certified or dated
the date hereof or such other date as is satisfactory to the Bank:


	
  

 	
  

 
	
  

 	
           (a)          This
 Agreement, duly executed by the Borrower.

 
	
  

 	
  

 
	
  

 	
           (b)          The
 Revolving Note and the Term Note, each duly executed by the Borrower.

 
	
  

 	
  

 
	
  

 	
           (c)          The
 Security Agreements and the Intellectual Property Security Agreements, each
 duly executed by the Borrower.

 
	
  

 	
  

 
	
  

 	
           (d)          The
 Pledge Agreement, duly executed by the Holding Company.

 


27









	
  

 	
  

 
	
  

 	
           (e)          Such
 Certificates of Good Standing, and certified organizational documents, officer’s
 certificates, and legal opinions respecting the Borrower as the Bank may
 request. 

 
	
  

 	
  

 
	
  

 	
           (f)          Evidence
 showing that the insurance required by the Loan Documents is in full force
 and effect.

 
	
  

 	
  

 
	
  

 	
           (g)          Copies
 of the executed purchase agreement and final drafts of the closing documents
 relating to the MediSoft Acquisition, including without limitation any
 employment agreements or non-compete agreements to be executed by any party.

 
	
  

 	
  

 
	
  

 	
           (h)          Such
 other documents or instruments as the Bank may reasonably request to
 consummate the transaction contemplated hereby. 

 



          Section
6.2 Conditions Precedent to all Loans. The obligation
of the Bank to make any Loan hereunder, and the Bank’s obligation to issue any
Letter of Credit hereunder, shall be subject to the satisfaction of the
following conditions precedent (and any request for a Loan or the issuance of a
Letter of Credit shall be deemed a written certification that such conditions
precedent have been satisfied):


	
  

 	
  

 
	
  

 	
           (a)          Before
 and after giving effect to such Loan or issuance of such Letter of Credit,
 the representations and warranties contained in Article 7 shall
 be true and correct, as though made on the date of such Loan or issuance of
 such Letter of Credit (except to the extent such representations and
 warranties expressly refer to an earlier date, in which case they shall be
 true and correct as of such earlier date); and

 
	
  

 	
  

 
	
  

 	
           (b)          Before
 and after giving effect to such Loan or issuance of such Letter of Credit, no
 Default or Event of Default shall have occurred and be continuing.

 



          ARTICLE
7 REPRESENTATIONS AND WARRANTIES


          To
induce the Bank to enter into this Agreement, to grant the Revolving Credit
Facility and to make Loans and to issue Letters of Credit hereunder, the
Borrower (each individually and collectively, and jointly and severally)
represents and warrants to the Bank as follows:


          Section
7.1 Organization, Standing, Etc. Each of the Borrower
and its Subsidiaries is a limited liability company or corporation or other
legal entity, as the case may be, duly organized and validly existing and in
good standing, as may be applicable, under the laws of the jurisdiction of its
organization/incorporation/formation, and has all requisite
company/corporate/entity power and authority to carry on its businesses as now
conducted and as proposed to be conducted, to enter into the Loan Documents to
which it is a party and to perform its obligations under the Loan Documents.
Each of the Borrower and its Subsidiaries is duly qualified and in good
standing as a foreign entity in each jurisdiction in which the character of the
properties owned, leased or operated by it or the business conducted and as
proposed to be conducted by it makes such qualification necessary, and where
the failure to so qualify could reasonably be expected to have an Adverse
Effect. Each of the Borrower and its Subsidiaries 


28





holds all certificates of authority, licenses and
permits necessary to carry on its business as presently conducted and as
proposed to be conducted in each jurisdiction in which it carries or proposes
to carry on such business, and where the failure to so hold any such
certificate, license or permit could reasonably be expected to have an Adverse
Effect.


          Section
7.2 Authorization and Validity. The execution,
delivery and performance by each of the Borrower and its Subsidiaries of the
Loan Documents to which it is a party have been duly authorized by all
necessary company/corporate action, and the Loan Documents constitute its
legal, valid and binding obligations, enforceable against it in accordance with
their respective terms, subject to limitations as to enforceability which might
result from bankruptcy, insolvency, moratorium and other similar laws affecting
creditors’ rights generally and subject to limitations on the availability of
equitable remedies.


          Section
7.3 No Conflict; No Default. The execution, delivery
and performance by each of the Borrower and its Subsidiaries of the Loan
Documents to which it is a party will not (a) violate any provision of any
applicable law, statute, rule or regulation or any order, writ, judgment,
injunction, decree, determination or award of any court, governmental agency or
arbitrator presently in effect, (b) violate or contravene any provisions
of its Articles of Organization/Incorporation, or Limited Liability Company
Agreement/Operating Agreement/Bylaws or any member/shareholder control agreement,
or similar constituent document, (c) result in a breach of or constitute a
default under any indenture, loan or credit agreement or any other agreement,
lease or instrument to which it is a party or by which it or any of its
properties may be bound, in which the consequences of such breach or default
could reasonably be expected to have an Adverse Effect, or (d) result in the
creation of any Lien on any of its assets, other than Permitted Liens. Each of
the Borrower and its Subsidiaries is not in default under or in violation of
any such law, statute, rule or regulation, order, writ, judgment, injunction,
decree, determination or award or any such indenture, loan or credit agreement
or other agreement, lease or instrument in any case in which the consequences
of such default or violation could reasonably be expected to have an Adverse
Effect.


          Section
7.4 Government Consent. No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by, any governmental or public body or authority is required
on the part of any of the Borrower and its Subsidiaries to authorize, or is
required in connection with the execution, delivery and performance of, or the
legality, validity, binding effect or enforceability of, the Loan Documents to
which it is a party, except for the filing of UCC financing statements.


          Section
7.5 Financial Statements and Condition. The Borrower’s
consolidated and consolidating financial statements, as at any time furnished
to the Bank by the Borrower, fairly present the consolidated financial
condition of the Borrower and its Subsidiaries as at the dates specified
therein and the results of their operations and changes in financial position
for the periods ended as of the dates specified therein. As of the dates of
such financial statements, the Borrower and its Subsidiaries have not had any
material obligation, contingent liability, liability for taxes or long-term
lease obligation which is not reflected in such financial statements or in the
notes thereto. Since the date of the most recent financial statements, no event
has occurred that could reasonably be expected to have an Adverse Effect. 


29





          Section
7.6 Litigation. Except as set forth on Schedule 7.6,
there are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries or any of their respective properties before any court or
arbitrator, or any governmental department, board, agency or other
instrumentality which could reasonably be expected to have an Adverse Effect.


          Section
7.7 Compliance. Each of the Borrower and its
Subsidiaries is in compliance with all statutes and governmental rules and
regulations applicable to it, the failure to comply with which could reasonably
be expected to have an Adverse Effect.


          Section
7.8 Environmental, Health and Safety Laws. There does
not exist any violation by any of the Borrower and its Subsidiaries of any
applicable federal, state, local or foreign law, rule or regulation or order of
any government, governmental department, board, agency or other instrumentality
relating to environmental, pollution, health or safety matters which could
reasonably be expected to have an Adverse Effect. None of the Borrower and its Subsidiaries have received any
notice to the effect that any part of its operations or properties is not in
compliance with any such law, rule, regulation or order or notice that it or
its property is the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to any release of any toxic or
hazardous waste or substance into the environment, the consequences of which
non-compliance or remedial action could reasonably be expected to have an
Adverse Effect.


          Section
7.9 ERISA. Each Plan complies with all applicable
requirements of ERISA and the Code and with all applicable rulings and
regulations issued under the provisions of ERISA and the Code setting forth
those requirements, the failure to comply with which could reasonably be
expected to have an Adverse Effect. No Reportable Event, other than a
Reportable Event for which the reporting requirements have been waived by
regulations of the PBGC, has occurred and is continuing with respect to any
Plan. All of the minimum funding standards applicable to such Plans have been
satisfied and there exists no event or condition which would permit the
institution of proceedings to terminate any Plan under Section 4042 of
ERISA. The current value of the Plans’ benefits guaranteed under Title IV
of ERISA does not exceed the current value of the Plans’ assets allocable to
such benefits.


          Section
7.10 Margin Stock. None of the Borrower and its
Subsidiaries are engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (as defined in Regulation U of the Federal
Reserve Board) and no part of the proceeds of any Loan will be used to purchase
or carry margin stock or for any other purpose which would violate any of the
margin requirements of the Federal Reserve Board.


          Section
7.11 Ownership of Property; Liens. Each of the
Borrower and its Subsidiaries has good and marketable title to its owned real
properties (except for any Permitted Liens described in Sections 9.11(a),
(b), (d), (e) or (f)) and good and sufficient title to its other owned
properties (except for any Permitted Liens). None of the properties, revenues
or assets of any of the Borrower and its Subsidiaries is subject to a Lien,
except for Permitted Liens.


30





          Section
7.12 Taxes. Each of the Borrower and its Subsidiaries
has filed all federal, state, local and foreign tax returns required to be
filed (or properly filed for extension of the deadline for such filings) and
has paid or made provision for the payment of all taxes due and payable
pursuant to such returns and pursuant to any assessments made against it or any
of its property and all other taxes, fees and other charges imposed on it or
any of its property by any governmental authority (other than such filings,
taxes, fees or charges the filing, amount or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which reserves in accordance with GAAP have been provided on the books of the
Borrower and its Subsidiaries). No tax Liens have been filed and no material
claims are being asserted with respect to any such taxes, fees or charges. The
charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes and other governmental charges have been made
in compliance with GAAP.


          Section
7.13 Licenses and Infringement. Each of the Borrower
and its Subsidiaries possesses adequate licenses, permits, franchises, patents,
copyrights, trademarks and trade names, or rights thereto, to conduct its
business substantially as now conducted and as presently proposed to be
conducted, except where the failure to so possess such items does not have an
Adverse Effect. To the best of the Borrower’s knowledge, there does not exist
and there is no reason to anticipate that there may exist, any liability to any
of the Borrower and its Subsidiaries with respect to any claim of infringement
regarding any franchise, patent, copyright, trademark or trade name possessed
or used by any of the Borrower and its Subsidiaries, which could reasonably be
expected to have an Adverse Effect.


          Section
7.14 Investment Company Act; Public Utility Holding Company Act.
None of the Borrower and its Subsidiaries are an “investment company” or a
company “controlled” by an investment company within the meaning of the
Investment Company Act of 1940, as amended. None of the Borrower and its
Subsidiaries are a “holding company” or a “subsidiary company” of a holding
company or an “affiliate” of a holding company or of a subsidiary company of a
holding company, in each case within the meaning of the Public Utility Holding
Company Act of 2005, as amended.


          Section
7.15 Subsidiaries. None of the Borrower and its
Subsidiaries have any Subsidiaries, except as set forth on Schedule 7.15
(subject to Section 9.9(k) below).


          Section
7.16 Partnerships and Joint Ventures. None of the
Borrower and its Subsidiaries are a partner (limited or general) in any
partnerships nor a joint venturer in any joint ventures, except as set forth on
Schedule 7.16.


          Section
7.17 Use of Proceeds. The Borrower will use the
proceeds of the Loans only as follows (and for no other purposes): (a) the
Borrower will use the proceeds of advances under the Revolving Credit Facility
for the Borrower’s general working capital purposes, including without
limitation to finance Capital Expenditures and to finance Permitted
Acquisitions, and (b) the Holding Company will use the proceeds of the
Term Loan to partially fund the purchase price of the MediSoft Acquisition.


31





          Section
7.18 Solvency. After giving effect to the making of
each Loan and the issuance of each Letter of Credit, (a) the fair value of
the assets of the Borrower, at a fair valuation, will exceed its respective
debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Borrower will be greater
than the amount that will be required to pay the probable liability of its
debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) the Borrower
does not intend to, nor does the Borrower believe that it will, incur debts or
liabilities beyond its ability to pay such debts and liabilities as they
mature; (d) the Borrower will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (e) the Borrower does not have nor will it have
unreasonably small capital with which to conduct its business. For purposes of
this Section, the amount of contingent liabilities on and as of any date shall
be computed as the amount that, in light of all the facts and circumstances
existing on and as of such date, represents the amount that can reasonably be
expected to become an actual or matured liability.


          Section
7.19 Labor Matters. The Borrower is not subject to any
labor or collective bargaining agreement. There are no existing or threatened
strikes, lockouts or other labor disputes involving the Borrower that singly or
in the aggregate could reasonably be expected to have an Adverse Effect. Hours
worked by and payment made to employees of the Borrower are not in violation of
the Fair Labor Standards Act or any other applicable law, rule or regulation
dealing with such matters.


          Section
7.20 Anti-Terrorism Laws. None of the Borrower and its
Subsidiaries are in violation of any law, regulation or list of any government
agency including, without limitation, the U.S. Office of Foreign Asset Control
list, Executive Order 13224 or the USA Patriot Act, that prohibits or limits
the conduct of business with or receiving of funds, goods or services to or for
the benefit of certain persons and entities specified therein or that prohibits
or limits the Bank from making any loan or extension of credit to the Borrower
or from otherwise conducting business with the Borrower.


          Section
7.21 Completeness of Disclosures. No representation or
warranty by the Borrower contained herein or in any other Loan Document, or in
any certificate or other document furnished heretofore or concurrently with the
signing of this Agreement or any other Loan Document, or in any certificate or
other document furnished by the Borrower to the Bank in connection with the
transactions contemplated herein or under any other Loan Document, contains any
untrue statement of a material fact or omits to state a material fact which
would prevent or materially inhibit the Borrower from performing this Agreement
or any other Loan Document according to its terms.


          Section
7.22 Survival of Representations. All of the
representations and warranties set forth in the immediately preceding
subsections shall survive until all the Obligations (other than inchoate
indemnification obligations) shall have been satisfied in full, the Revolving
Credit Facility shall have terminated or expired and all outstanding Letters of
Credit shall have been Cash Collateralized. 


32






Each of the foregoing warranties and representations
shall be deemed to be repeated and reaffirmed on and as of the date any Loan is
made hereunder by the Bank to the Borrower and on and as of the day any Letter
of Credit is issued hereunder by the Bank for the benefit of the Borrower.


          ARTICLE
8 AFFIRMATIVE COVENANTS


          From
the date of this Agreement and thereafter until the Revolving Credit Facility
is terminated or expires, all outstanding Letters of Credit have been Cash
Collateralized and the Obligations (other than inchoate indemnification
obligations) have been paid in full, unless the Bank shall otherwise expressly
consent in writing, the Borrower (each individually and collectively, and
jointly and severally) will do all of the following and will cause each
Subsidiary to do all of the following:


	
  

 	
  

 
	
  

 	
 Section
 8.1 Financial Statements and Reports. Furnish to the
 Bank:

 
	
  

 	
  

 
	
  

 	
           (a)          Within
 90 days after the end of each fiscal year of the Borrower, (i) the annual
 consolidated financial statements of the Borrower and its Subsidiaries
 prepared in conformity with GAAP, consisting of at least statements of
 income, cash flow and owners’ equity for such year, and a balance sheet as at
 the end of such year, all in reasonable detail and audited by the Borrower’s
 independent certified public accountants of recognized standing selected by
 the Borrower and acceptable to the Bank and containing the unqualified
 opinion of such accountants; and (ii) company-prepared consolidating financial
 statements of the Borrower and its Subsidiaries prepared in conformity with
 GAAP, consisting of at least statements of income, cash flow and owners’
 equity for such year, and a balance sheet as at the end of such year, all in
 reasonable detail and certified by the Borrower’s Chief Financial Officer.

 
	
  

 	
  

 
	
  

 	
           (b)          Within
 45 days after the end of each fiscal quarter of the Borrower, a copy of the
 company-prepared consolidated and consolidating financial statements of the
 Borrower and its Subsidiaries prepared in conformity with GAAP (except for
 the lack of footnotes and other presentation items), consisting of statements
 of income and cash flow for such quarter, and a balance sheet as at the end
 of such quarter, and certified by the Borrower’s Chief Financial Officer.

 
	
  

 	
  

 
	
  

 	
           (c)          Within
 45 days after the end of each fiscal quarter of the Borrower, a Compliance
 Certificate signed by the Borrower’s Chief Financial Officer.

 
	
  

 	
  

 
	
  

 	
           (d)          Within
 60 days after the end of each fiscal year of the Borrower, an operating
 budget for the Borrower for the following fiscal year, in reasonable detail
 and in form and substance reasonably acceptable to the Bank, signed or
 certified by the Borrower’s Chief Financial Officer.

 
	
  

 	
  

 
	
  

 	
           (e)          From
 time to time, such other information regarding the business, operation and
 financial condition of any of the Borrower and its Subsidiaries, or any other
 Credit Party, as the Bank may reasonably request.

 


33









	
  

 	
  

 
	
  

 	
 Section
 8.2 Financial Covenants.

 
	
  

 	
  

 
	
  

 	
           (a)          Maintain
 its Total Leverage Ratio (tested at the end of each fiscal quarter) at not
 greater than (i) 3.00 on July 31, 2014, October 31, 2014, January 31, 2015
 and April 30, 2015; (ii) 2.75 on July 31, 2015, October 31, 2015, January 31,
 2016 and April 30, 2016; and (iii) 2.50 on July 31, 2016 and thereafter.

 
	
  

 	
  

 
	
  

 	
           (b)          Maintain
 its Adjusted Fixed Charge Coverage Ratio (determined at the end of each
 fiscal quarter) at not less than 1.25.

 



          Section
8.3 Company/Corporate Existence. Maintain its limited
liability company or corporate, as the case may be, existence in good standing
under the laws of its jurisdiction of organization/incorporation and its
qualification to transact business in each jurisdiction in which the character
of the properties owned, leased or operated by it or the business conducted by
it makes such qualification necessary and where the failure to so qualify could
reasonably be expected to have an Adverse Effect. Without limiting the
generality of the foregoing, each of the Borrower and its Subsidiaries will
maintain all of its certificates, permits, licenses and agreements of any kind
or nature necessary to the operation of its business as presently conducted and
as proposed to be conducted in full force and effect and in good standing,
where the failure to so hold any such certificate, permit, license or agreement
could reasonably be expected to have an Adverse Effect.


          Section
8.4 Insurance. Maintain with financially sound and
reputable insurance companies such insurance in such amounts and against such
risks as is reasonably requested by the Bank or as may be required by law or as
may be customary in the case of reputable corporations/companies engaged in the
same or similar business and similarly situated. The Borrower shall furnish to
the Bank full information and written evidence as to the insurance maintained
by any of the Borrower and the Covered Subsidiaries. All policies insuring the
Borrower or any Covered Subsidiary shall contain the insurer’s promise not to
cancel the policy without 30 days prior written notice to the Bank at its
address set forth below. All policies insuring the Borrower or any Covered
Subsidiary shall name the Bank as an additional insured or lender loss payee,
as appropriate, as its interests may appear.


          Section
8.5 Payment of Taxes and Claims. File all tax returns
and reports which are required by law to be filed by it (subject to applicable
extensions of time to file) and pay before they become delinquent all taxes,
assessments and governmental charges and levies imposed upon it or its property
and all claims or demands of any kind (including, without limitation, those of
suppliers, mechanics, carriers, warehouses, landlords and other like Persons)
which, if unpaid, would result in the creation of a Lien upon its property; provided
that the foregoing items need not be paid if they are being contested in
good faith by appropriate proceedings, and as long as its use of such property
in the ordinary course of its business is not materially interfered with and
adequate reserves with respect thereto have been set aside on its books in
accordance with GAAP, and so long as such failure to pay or resulting Lien
could not reasonably be expected to have an Adverse Effect. In addition, and
without limitation, the Borrower and each Covered 


34





Subsidiary shall promptly pay all Trade Accounts
Payable in accordance with their terms, except where subject to a valid setoff
right, defense or counterclaim asserted in good faith.


          Section
8.6 Inspection; Collateral Audits. With respect to the
Borrower and each Covered Subsidiary, permit any Person designated by the Bank
to visit and inspect any of its properties, corporate/company books and
financial records, to examine and to make copies of its books of accounts and
other financial records, to discuss its affairs, finances and accounts with,
and to be advised as to the same by, its officers, and to conduct such
collateral audits and appraisals, at such times (during regular business hours)
and intervals as the Bank may reasonably designate. The reasonable expenses of
the Bank for all such visits, inspections, examinations, audits and appraisals
shall be at the expense of the Borrower; provided that if no
Default or Event of Default exists and is continuing, then the Borrower shall
only be obligated to reimburse the Bank for one such examination per year.


          Section
8.7 Maintenance of Properties. With respect to the
Borrower and each Covered Subsidiary, maintain its properties used or useful in
the conduct of its business in good condition, repair and working order,
ordinary wear and tear excepted, and supplied with all necessary equipment,
and, except for obsolete or unuseful properties, make all necessary repairs,
renewals, replacements, betterments and improvements thereto, all as may be
necessary so that the business carried on in connection therewith may be
conducted in the ordinary course of business consistent with past practices.


          Section
8.8 Books and Records. With respect to the Borrower
and each Covered Subsidiary, keep adequate and proper records and books of
account in which full and correct entries will be made of its dealings,
business and affairs.


          Section
8.9 Compliance. Comply with the requirements of all
applicable local, state, federal and foreign laws, and of all rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject to the extent non-compliance (either alone or in the
aggregate) could reasonably be expected to have an Adverse Effect.


          Section
8.10 ERISA. Maintain each Plan in compliance with all
applicable requirements of ERISA and of the Code and with all applicable
rulings and regulations issued under the provisions of ERISA and of the Code to
the extent non-compliance (either alone or in the aggregate) could reasonably
be expected to have an Adverse Effect.


          Section
8.11 Environmental Matters. Observe and comply with
all laws, rules, regulations and orders of any government or government agency
relating to health, safety, pollution, hazardous materials or other
environmental matters, to the extent non-compliance (either alone or in the
aggregate) could reasonably be expected to have an Adverse Effect.


          Section
8.12 Notice of Litigation. With respect to the
Borrower and each Covered Subsidiary, promptly provide written notice to the
Bank of all litigation, arbitration or mediation proceedings, and of all
proceedings by or before any court or governmental or regulatory agency
affecting it, which alone seeks in excess of $75,000, or which in the aggregate
seeks in excess of $500,000, describing the nature thereof and the steps being
taken with respect to such


35









proceeding, unless the matter is fully covered by
insurance and the insurer has assumed the defense thereof.


          Section
8.13 Notice of Default; Adverse Effect. Promptly
provide written notice to the Bank of any Default or Event of Default,
describing the nature thereof and what action the Borrower proposes to take
with respect thereto. Promptly provide written notice to the Bank of any event
which could reasonably be expected to have an Adverse Effect, describing the
nature thereof and what action the Borrower/Subsidiary proposes to take with
respect thereto.


          Section
8.14 Accounts and Treasury Management Services. From
and after December 31, 2014, maintain all of the Borrower’s and each Domestic
Subsidiary’s operating and depository accounts at the Bank, and all of its
treasury management services with the Bank or the Bank’s affiliates.


          Section
8.15 Guaranty and Pledge by Subsidiaries. Cause each
Domestic Subsidiary and each Foreign Subsidiary (which is a pass-thru entity
for United States income tax purposes) to execute and deliver to the Bank a
Guaranty and a Security Agreement (and other appropriate documents) to evidence
such Subsidiary’s guaranty of the Obligations and pledge of its assets to
secure the Obligations, all in form and substance customary for transactions of
this type and reasonably acceptable to the Bank. Notwithstanding the foregoing,
in no event shall more than 66% of the voting equity interests of any Foreign
Subsidiary (which is not a pass-thru entity for United States income tax
purposes) be pledged to secure the Obligations.


          ARTICLE
9 NEGATIVE COVENANTS


          From
the date of this Agreement and thereafter until the Revolving Credit Facility
is terminated or expires, all outstanding Letters of Credit have been Cash
Collateralized and the Obligations (other than inchoate indemnification
obligations) have been paid in full, unless the Bank shall otherwise expressly
consent in writing, the Borrower (each individually and collectively, and
jointly and severally) will not do any of the following and will not cause or
allow any of its Subsidiaries to do any of the following:


          Section
9.1 Merger. Merge or consolidate or enter into any
analogous reorganization or transaction with any Person, except the Borrower
may make Permitted Acquisitions.


          Section
9.2 Sale of Assets. Sell, transfer, assign, lease or
otherwise convey all or any part of its assets (whether in one transaction or
in a series of transactions) to any Person other than sales of inventory in the
ordinary course of business and sales of equipment which is obsolete or no
longer useful in connection with its business.


          Section
9.3 Purchase of Assets. Purchase or lease or otherwise
acquire any right, title or interest in or to any real or personal property
(including the acquisition of the equity interests of any other Person) not
directly related to or necessary in connection with the operation of its
business in the ordinary course as conducted prior to the date of this
Agreement or proposed to be conducted as of the date of this Agreement.


36





          Section
9.4 Plans. Permit any condition to exist in connection
with any Plan which constitutes grounds for the PBGC to institute proceedings
to have such Plan terminated or a trustee appointed to administer such Plan,
permit any Plan to terminate under any circumstances which would cause the lien
provided for in Section 4068 of ERISA to attach to any of its properties,
revenues or assets or permit the underfunded amount of Plan benefits guaranteed
under Title IV of ERISA to exceed $250,000.


          Section
9.5 Change in Nature of Business. Make any material
change in the nature of its business as carried on by it prior to the date
hereof, and as proposed as of the date hereof to be carried on by it after the
date hereof.


          Section
9.6 Subsidiaries, Partnerships, Joint Ventures. Do any
of the following: (a) except for the Subsidiaries identified on Schedule
7.15 (subject to Section 9.9(k) below) and except for Permitted
Acquisitions, form or acquire any Person which would thereby become a
Subsidiary, or (b) except for the partnerships and joint ventures identified on
Schedule 7.16, form or enter into any partnership as a limited or
general partner or into any joint venture.


          Section
9.7 Other Agreements. Enter into any agreement, bond,
note or other instrument with or for the benefit of any Person other than the
Bank which would: (a) prohibit it from granting, or otherwise limit its
ability to grant, to the Bank any Lien on any of its assets or properties; or
(b) be violated or breached by its performance of its obligations under
the Loan Documents. 


          Section
9.8 Restricted Payments. Either: (a) purchase or
redeem or otherwise acquire for value any of its equity interests/capital
stock/membership interests or any warrants or other like instruments, declare
or pay any dividends or distributions with respect to any of its equity
interests/capital stock/membership interests or any warrants or like
instruments, make any distribution on, or payment on account of the purchase,
redemption, defeasance or other acquisition or retirement for value of, any of
its equity interests/capital stock/membership interests or any warrants or like
instruments, or set aside any funds for any such purpose; or (b) directly
or indirectly make any payment on, or redeem, repurchase, defease, or make any
sinking fund payment on account of, or any other provision for, or otherwise
pay, acquire or retire for value, any of its Indebtedness that is subordinated
in right of payment to the Loans (whether pursuant to its terms or by operation
of law), except for payments that are not otherwise prohibited hereunder or
under the document or agreement stating the terms of such subordination.
Notwithstanding the foregoing, (1) any Borrower or its wholly-owned
Subsidiaries may make dividends or distributions to any Borrower; (2) any
Borrower or its Subsidiaries may make dividends or distributions or repurchase
shares in any amount provided that (x) no Default or Event
of Default then exists or would result therefrom and (y) after giving
effect to such dividends, distributions and share repurchases, the Borrower is
in pro forma compliance with its Adjusted Fixed Charge Coverage Ratio covenant
for the next two succeeding fiscal quarter-end determination dates (using
reasonable projections for future periods) and the Borrower delivers a
certificate showing such compliance prior to the dividend/distribution/share
repurchase being made; and (3) nothing in this Section 9.8 shall
prohibit or require prior approval or certification for (y) any share
withholding by the Borrower for tax payments in connection with (i) the
exercise of any stock option by any employee or 


37





director or (ii) the vesting of any restricted stock
grant held by an employee or director, or (x) the acceptance of the tendering
of any shares (including by attestation) to the Borrower upon the exercise and
payment of employee or director stock option, or vesting of any restricted
stock grant.


          Section
9.9 Investments. Acquire for value, make, have or hold
any Investments, except:


	
  

 	
  

 
	
  

 	
           (a)          
 Investments outstanding on the date hereof, as listed on Schedule 9.9;

 
	
  

 	
  

 
	
  

 	
           (b)          
 direct obligations of, or guaranteed by, the United States of America or an
 agency or instrumentality thereof;

 
	
  

 	
  

 
	
  

 	
           (c)          
 progress payments, prepaid rent or security deposits made in the ordinary
 course of business and consistent with past practices; 

 
	
  

 	
  

 
	
  

 	
           (d)
           commercial paper
 issued by U.S. corporations rated “A-1” by Standard & Poor’s Ratings
 Services (a division of The McGraw-Hill Companies, Inc.) or “P-1” by Moody’s
 Investors Service, Inc. or certificates of deposit or bankers’ acceptances
 having a maturity of one year or less issued by members of the Federal
 Reserve System having deposits in excess of $100,000,000 (which certificates
 of deposit or bankers’ acceptances are fully insured by the Federal Deposit
 Insurance Corporation); 

 
	
  

 	
  

 
	
  

 	
           (e)          
 deposits at the Bank or its affiliates, and Investments sold by the Bank or
 its affiliates; 

 
	
  

 	
  

 
	
  

 	
           (f)
           Rate Protection
 Agreements; 

 
	
  

 	
  

 
	
  

 	
           (g)
           Investments in
 Subsidiaries listed on Schedule 7.15 (subject to Section 9.9(k)
 below), and partnerships and joint ventures listed on Schedule 7.16;

 
	
  

 	
  

 
	
  

 	
           (h)
           loans to officers
 and employees of the Borrower not exceeding at any one time an aggregate
 amount for all such loans of $100,000;

 
	
  

 	
  

 
	
  

 	
           (i)
           Investments
 constituting Permitted Acquisitions;

 
	
  

 	
  

 
	
  

 	
           (j)
           deposits at banks
 in Europe to accommodate any Foreign Subsidiary’s normal course of business
 operations; and 

 
	
  

 	
  

 
	
  

 	
           (k)
           the MediSoft
 Acquisition, provided that (i) the MediSoft Acquisition is
 consummated on or before August 14, 2014, (ii) the MediSoft Acquisition is
 consummated in accordance with the documents delivered to the Bank under Section
 6.1(g) above, (iii) after giving effect to the MediSoft Acquisition the
 Borrower’s Total Leverage Ratio will not be greater than 3.00, (iv) after
 giving effect to the MediSoft Acquisition the Borrower’s cash on hand in an
 account at the Bank will not be less than $4,000,000 and no amounts shall be
 outstanding under the Revolving Credit Facility, and (v) all Indebtedness
 owed by MediSoft or its subsidiaries shall be paid in full no later 

 



38









	
  

 	
  

 
	
  

 	
 than the tenth (10th) day following the
 date that the MediSoft Acquisition is consummated.

 



          Section
9.10 Indebtedness. Create, incur, issue, assume or
suffer to exist any Indebtedness, except:


	
  

 	
  

 
	
  

 	
           (a)          
 the Obligations, including without limitation Rate Protection Obligations;

 
	
  

 	
  

 
	
  

 	
           (b)
           Indebtedness
 outstanding on the date hereof, as listed on Schedule 9.10, and
 any amendments, extensions, renewals or refinancings (but not increases) of
 such Indebtedness;

 
	
  

 	
  

 
	
  

 	
           (c)
           Subordinated
 Debt; 

 
	
  

 	
  

 
	
  

 	
           (d)
           Indebtedness to finance Capital
 Expenditures, provided that such Indebtedness incurred does not
 exceed $250,000 in the aggregate at any time outstanding;

 
	
  

 	
  

 
	
  

 	
           (e)
           unsecured
 earnouts and non-competition agreement payments, in each case, incurred in
 connection with a Permitted Acquisition; and

 
	
  

 	
  

 
	
  

 	
           (f)
           other
 Indebtedness not to exceed $1,000,000 in the aggregate at any time
 outstanding (provided, however, in no event shall the Borrower
 provide a guaranty, or otherwise become obligated, with respect to debt of
 any Subsidiary which is not a Guarantor).

 



          Section
9.11 Liens. Create, incur, assume or suffer to exist
any Lien with respect to any property, revenues or assets now owned or
hereafter arising or acquired, except:


	
  

 	
  

 
	
  

 	
           (a)
           Liens in favor of
 the Bank securing the Obligations;

 
	
  

 	
  

 
	
  

 	
           (b)
           Liens existing on
 the date of this Agreement, as listed on Schedule 9.11;

 
	
  

 	
  

 
	
  

 	
           (c)
           Deposits or
 pledges to secure payment of workers’ compensation, unemployment insurance,
 old age pensions or other social security obligations, in the ordinary course
 of its business;

 
	
  

 	
  

 
	
  

 	
           (d)
           Liens for taxes,
 fees, assessments and governmental charges not delinquent or to the extent
 that payments therefor shall not at the time be required to be made in
 accordance with the provisions of Section 8.5; 

 
	
  

 	
  

 
	
  

 	
           (e)
           Liens of
 carriers, warehousemen, mechanics and materialmen, and other like Liens
 arising in the ordinary course of business, for sums not due or to the extent
 that payment therefor shall not at the time be required to be made in
 accordance with the provisions of Section 8.5;

 


39









	
  

 	
  

 
	
  

 	
           (f)
           Liens in the
 nature of easements, rights of way, zoning restrictions and irregularities of
 title, all of which in the aggregate do not materially detract from the value
 of the property subject to such Liens or materially impair its use of the
 property subject to such Liens in the ordinary course of its business; and

 
	
  

 	
  

 
	
  

 	
           (g)
           Liens in connection with the acquisition of
 Capital Expenditures, provided that such Liens attach only to
 the property being acquired, the Indebtedness secured thereby is permitted
 under Section 9.10(d), and such Indebtedness does not exceed 100% of
 the fair market value of such property at the time of acquisition thereof.

 



          Section
9.12 Contingent Payments or Liabilities. Either:
(i) endorse, guarantee, contingently agree to purchase or to provide funds
for the payment of, or otherwise become contingently liable upon, any
obligation of any Person who is not a Borrower or a Guarantor, except by the
endorsement of negotiable instruments for deposit or collection (or similar
transactions) in the ordinary course of business, or (ii) agree to maintain
the net worth or working capital of, or provide funds to satisfy any other
financial test applicable to, any Person who is not a Borrower or a Guarantor.


          Section
9.13 Unconditional Purchase Obligations. Enter into or
be a party to any contract for the purchase or lease of materials, supplies or
other property or services if such contract requires that payment be made by it
regardless of whether or not delivery is ever made of such materials, supplies
or other property or services.


          Section
9.14 Transactions with Affiliates. Enter into or be a
party to any transaction or arrangement, including, without limitation, the
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate, except in the ordinary course of and pursuant to the
reasonable requirements of its business and upon fair and reasonable terms no
less favorable to it than would be obtained in a comparable arm’s-length
transaction with a Person not an Affiliate.


          Section
9.15 Use of Proceeds. Permit any proceeds of the Loans
to be used, either directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of “purchasing or carrying any margin stock” within the
meaning of Regulation U of the Federal Reserve Board, as amended from time to
time, and furnish to the Bank, upon its request, a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U.


          Section
9.16 Government Regulation. Be or become subject at
any time to any law, regulation, or list of any government agency (including,
without limitation, the U.S. Office of Foreign Asset Control list) that
prohibits or limits the Bank from making any advance or extension of credit to
it or from otherwise conducting business with it, or fail to provide
documentary and other evidence of its identity as may be requested by the Bank
at any time to enable the Bank to verify its identity or to comply with any
applicable law or regulation, including, without limitation, Section 326
of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. 


40





          Section
9.17 Fiscal Year. Change its fiscal year end from
October 31; provided, however, that MediSoft’s fiscal year end
may be December 31 until such time as the Borrower may elect to change
MediSoft’s fiscal year end to October 31.


          Section
9.18 Capital Expenditures. Pay or incur, or permit to
be paid or incurred, any Capital Expenditures during any fiscal year which
exceed in the aggregate (i) $2,500,000 for the 2014 fiscal year, and
(ii) $2,500,000 (plus any Carry-Over Amount (as defined below)) for the
2015 fiscal year and each fiscal year thereafter. In the event that the Capital
Expenditures permitted to be made in any fiscal year is greater than the actual
amount of the Capital Expenditures actually made in such fiscal year, then 50%
of the amount of such excess (referred to as the “Carry-Over Amount”)
may be carried forward to the next succeeding fiscal year (the “Succeeding
Fiscal Year”); provided that the Carry-Over Amount applicable
to a particular Succeeding Fiscal Year may not be used in that fiscal year
until the amount permitted above to be expended in such fiscal year has first
been used in full and the Carry-Over Amount applicable to a particular Succeeding
Fiscal Year may not be carried forward to another fiscal year.


          ARTICLE
10 EVENTS OF DEFAULT AND REMEDIES


          Section
10.1 Events of Default. The occurrence of any one or
more of the following events shall constitute an Event of Default:


	
  

 	
  

 
	
  

 	
           (a)          Any
 Borrower shall fail to make when due, whether by acceleration or otherwise,
 any payment of principal of any Loan, or any interest on any Loan, or any fee
 or other amount required to be made to the Bank pursuant to the Loan Documents
 (excluding any failure as a result of a failure of the “auto-pay” mechanism
 contemplated by the first sentence of Section 4.6 to the extent of
 available funds in such account); or

 
	
  

 	
  

 
	
  

 	
           (b)          
 Any representation or warranty made or deemed to have been made by or on
 behalf of any Borrower or any other Credit Party in the Loan Documents or on
 behalf of any Borrower or any other Credit Party in any certificate,
 statement, report or other writing furnished by or on behalf of any Borrower
 or any other Credit Party to the Bank pursuant to the Loan Documents or any
 other instrument, document or agreement shall prove to have been false or
 misleading in any material respect on the date as of which the facts set
 forth are stated or certified or deemed to have been stated or certified; or

 
	
  

 	
  

 
	
  

 	
           (c)          
 Any Borrower or any Subsidiary shall fail to comply with Section 8.1,
 Section 8.2, Section 8.4 or Section 8.5
 hereof or any Section of Article 9 hereof; or

 
	
  

 	
  

 
	
  

 	
           (d)          
 Any Borrower or any other Credit Party shall fail to comply with any
 agreement, covenant, condition, provision or term contained in the Loan
 Documents (and such failure shall not constitute an Event of Default under
 any of the other provisions of this Section 10.1) and such
 failure to comply shall continue for a period of 30 days after the earlier
 of: (i) the date any Borrower gives notice of such failure to the Bank,
 (ii) the date any Borrower has actual knowledge of such failure, or
 (iii) the date the Bank gives notice of such failure to any Borrower; or

 


41









	
  

 	
  

 
	
  

 	
           (e)          
 An Act of Bankruptcy shall occur with respect to any Borrower or any other
 Credit Party, or any one or more of them; or

 
	
  

 	
  

 
	
  

 	
           (f)          
 A judgment or judgments for the payment of money in excess of the sum of
 $500,000 in the aggregate shall be rendered against any Borrower or any other
 Credit Party and such Borrower or such other Credit Party shall not pay or
 discharge the same or provide for its discharge in accordance with its terms,
 or procure a stay of execution thereof, prior to any execution on such
 judgments by such judgment creditor, within 30 days from the date of entry
 thereof, and within such period of 30 days, or such longer period during
 which execution of such judgment shall be stayed, appeal therefrom and cause
 the execution thereof to be stayed during such appeal; or

 
	
  

 	
  

 
	
  

 	
           (g)          
 Any material item of property of any Borrower or any other Credit Party
 (including, without limitation, the Collateral) shall be garnished or
 attached in any proceeding and such garnishment or attachment shall remain
 undischarged for a period of 30 days during which execution is not
 effectively stayed; or

 
	
  

 	
  

 
	
  

 	
           (h)          
 The institution by any Borrower or any ERISA Affiliate of steps to terminate
 any Plan if in order to effectuate such termination, any Borrower or any
 ERISA Affiliate would be required to make a contribution to such Plan, or
 would incur a liability or obligation to such Plan, in excess of $500,000, or
 the institution by the PBGC of steps to terminate any Plan; or

 
	
  

 	
  

 
	
  

 	
           (i)            
 The maturity of any Indebtedness of any Borrower or any other Credit Party
 (other than Indebtedness under this Agreement) owed to the Bank, or the
 maturity of any Indebtedness of any Borrower or any other Credit Party in an
 aggregate amount equal to or greater than $500,000 owed to others, shall be
 accelerated, or any Borrower or any other Credit Party shall fail to pay any
 such Indebtedness when due or, in the case of such Indebtedness payable on
 demand, when demanded, or any event shall occur or condition shall exist and
 shall continue for more than any applicable grace or cure period which shall
 have the effect of causing or permitting the holder of any such Indebtedness
 to cause such Indebtedness to become due prior to its stated maturity or to
 realize upon any collateral given as security therefor; or 

 
	
  

 	
  

 
	
  

 	
           (j)            
 Notice of any tax lien shall be filed or issued with respect to taxes in
 excess of $250,000 in the aggregate; or

 
	
  

 	
  

 
	
  

 	
           (k)            
 Any Borrower shall fail to pay any amount payable in respect of any Rate
 Protection Agreement when the same becomes due and payable (whether by
 scheduled payment, termination or likewise), and such failure shall continue
 after the applicable grace period, if any, specified in such agreement; or

 
	
  

 	
  

 
	
  

 	
           (l)            
 Any Change in Control shall occur; or

 
	
  

 	
  

 
	
  

 	
           (m)          
 The Holding Company’s stock shall fail to be listed on NASDAQ or another
 national securities exchange; or 

 


42









	
  

 	
  

 
	
  

 	
           (n)          
 Any Guarantor shall dissolve, or any Guarantor shall revoke or purport to
 revoke such Guarantor’s Guaranty or other agreements in favor of the Bank, or
 any Guarantor shall fail to deliver any financial statements or other
 information required under such Guarantor’s Guaranty, or any Guarantor shall
 fail to pay when due any amounts required to be paid by such Guarantor under
 such Guarantor’s Guaranty.

 



          Section
10.2 Remedies. If (a) any Event of Default
described in Section 10.1(e) shall occur, the Revolving Credit
Facility shall automatically terminate and the outstanding unpaid principal
balance of the Loans and Notes, the accrued interest thereon and all other
Obligations of the Borrower to the Bank under the Loan Documents shall
automatically become immediately due and payable, and the Borrower shall
without demand pay to the Bank an amount equal to 105% of the aggregate face
amount of all outstanding Letters of Credit, to be held by the Bank as cash
collateral until expiry or cancellation of such Letters of Credit; or
(b) any other Event of Default shall occur and be continuing, then the
Bank may take any or all of the following actions: (i) declare the
Revolving Credit Facility to be terminated, whereupon the Revolving Credit
Facility shall terminate, (ii) declare that the outstanding unpaid
principal balance of the Loans and Notes, the accrued and unpaid interest
thereon and all other Obligations of the Borrower to the Bank under the Loan
Documents to be forthwith due and payable, whereupon such Loans and Notes, all
accrued and unpaid interest thereon and all such Obligations shall immediately
become due and payable, in each case without further demand or notice of any
kind, all of which are hereby expressly waived, anything in this Agreement or
in the Notes to the contrary notwithstanding, and (iii) demand that the
Borrower pay to the Bank an amount equal to 105% of the aggregate face amount
of all outstanding Letters of Credit, to be held by the Bank as cash collateral
until the expiry or cancellation of such Letters of Credit. In addition, upon
any Event of Default, the Bank may exercise all rights and remedies under any
other instrument, document or agreement between the Borrower or any other
Credit Party and the Bank, and enforce all rights and remedies under any
applicable law, including without limitation the rights and remedies available
upon default to a secured party under the Uniform Commercial Code as adopted in
the State of Minnesota, including, without limitation, the right to take
possession of the Collateral, or any evidence thereof, proceeding without
judicial process or by judicial process (without a prior hearing or notice thereof,
which the Borrower hereby expressly waives) and the right to sell, lease or
otherwise dispose of any or all of the Collateral, and, in connection
therewith, the Borrower will on demand assemble the Collateral and make it
available to the Bank at a place to be designated by the Bank which is
reasonably convenient to both parties.


          Section
10.3 Offset. In addition to the remedies set forth in Section 10.2,
upon the occurrence of any Event of Default or at any time thereafter while
such Event of Default continues, the Bank or any other holder of any Note may
offset any and all balances, credits, deposits (general or special, time or
demand, provisional or final), accounts or monies of the Borrower then or
thereafter with the Bank or such other holder, as the case may be, or any
obligations of the Bank or such other holder of such Note, against the
Obligations then owed by the Borrower. Nothing in this Agreement shall be
deemed a waiver or prohibition of any party’s rights of banker’s lien, offset, or
counterclaim, which right the Borrower hereby grants to each of the Bank. 


43





          ARTICLE
11 RELATIONSHIP AMONG BORROWERS


          Section
11.1 Joint and Several Liability. BY SIGNING THIS
AGREEMENT, EACH BORROWER AGREES THAT IT IS LIABLE, JOINTLY AND SEVERALLY WITH
EACH OTHER BORROWER, FOR THE PAYMENT OF ANY NOTE AND ALL OTHER OBLIGATIONS OF
THE BORROWER UNDER THIS AGREEMENT, AND THAT THE BANK CAN ENFORCE SUCH
OBLIGATIONS AGAINST ANY ONE OR MORE BORROWER, IN THE BANK’S SOLE AND UNLIMITED
DISCRETION.


          Section
11.2 The Bank’s Rights to Administer the Loans. The
Bank may at any time and from time to time, without the consent of, or notice
to, any Borrower, without incurring responsibility to any Borrower, and without
affecting, impairing or releasing any of the obligations of any Borrower
hereunder:


	
  

 	
  

 
	
  

 	
           (a)          
 alter, change, modify, extend, release, renew, cancel, supplement or amend in
 any manner the Loan Documents provided that Holding Company has consented
 thereto in writing, and the Borrowers’ joint and several liability shall
 continue to apply after giving effect to any such alteration, change,
 modification, extension, release, renewal, cancellation, supplement or
 amendment;

 
	
  

 	
  

 
	
  

 	
           (b)          
 sell, exchange, surrender, realize upon, release (with or without
 consideration) or otherwise deal with in any manner and in any order any
 property of any Borrower or any other Person mortgaged to the Bank or
 otherwise securing the Borrowers’ joint and several liability, or otherwise
 providing recourse to the Bank with respect thereto;

 
	
  

 	
  

 
	
  

 	
           (c)          
 exercise or refrain from exercising any rights against any Borrower or others
 with respect to the Borrowers’ joint and several liability, or otherwise act
 or refrain from acting;

 
	
  

 	
  

 
	
  

 	
           (d)          
 settle or compromise any Borrower’s joint and several liability, any security
 therefor or other recourse with respect thereto, or subordinate the payment
 or performance of all or any part thereof to the payment of any liability
 (whether due or not) of any Borrower to any creditor of such Borrower,
 including without limitation, the Bank;

 
	
  

 	
  

 
	
  

 	
           (e)          
 apply any sum received by the Bank from any source in respect of any
 liabilities of any Borrower to the Bank to any of such liabilities,
 regardless of whether any Note remains unpaid;

 
	
  

 	
  

 
	
  

 	
           (f)          
 fail to set off and/or release, in whole or in part, any balance of any
 account or any credit on its books in favor of any Borrower, or of any other
 Person, and extend credit in any manner whatsoever to any Borrower, and
 generally deal with any Borrower and any security for the Borrowers’ joint
 and several liability or any recourse with respect thereto as the Bank may
 see fit; and/or

 
	
  

 	
  

 
	
  

 	
           (g)          
 consent to or waive any breach of, or any act, omission or default under,
 this Agreement or any other Loan Document, including, without limitation, any
 

 


44









	
  

 	
  

 
	
  

 	
 agreement providing collateral security for the
 payment of the Borrowers’ joint and several liability or any other
 indebtedness of any Borrower to the Bank.

 



          Section
11.3 Primary Obligation. No invalidity, irregularity
or unenforceability of all or any part of any Borrower’s joint and several
liability or of any security therefor or other recourse with respect thereto
shall affect, impair or be a defense to any other Borrower’s joint and several
liability, and all obligations under the Notes and this Agreement are primary
obligations of each Borrower.


          Section
11.4 Payments Recovered From the Bank. If any payment
received by the Bank and applied to any Obligations is subsequently set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of a Borrower
or any other obligor), the obligations to which such payment was applied shall
be deemed to have continued in existence, notwithstanding such application, and
each Borrower shall be jointly and severally liable for such obligations as
fully as if such application had never been made. References in this Agreement
to amounts “irrevocably paid” or to “irrevocable payment” refer to payments
that cannot be set aside, recovered, rescinded or required to be returned for
any reason.


          Section
11.5 No Release. Until the Notes and all other
Obligations (other than inchoate indemnification obligations) have been
irrevocably paid in full and each and every one of the covenants and agreements
of this Agreement are fully performed, the obligations of any Borrower
hereunder shall not be released, in whole or in part, by any action or thing
(other than irrevocable payment in full) which might, but for this provision of
this Agreement, be deemed a legal or equitable discharge of a surety or
guarantor, or by reason of any waiver, extension, modification, forbearance or
delay or other act or omission of the Bank or its failure to proceed promptly
or otherwise, or by reason of any action taken or omitted by the Bank whether
or not such action or failure to act varies or increases the risk of, or
affects the rights or remedies of, any Borrower, nor shall any modification of
any Note or this Agreement or release of any security therefor by operation of
law or by the action of any third party affect in any way the obligations of
any Borrower hereunder, and each Borrower hereby expressly waives and
surrenders any defense to its liability hereunder based upon any of the
foregoing acts, omissions, things, agreements, or waivers of any of them. No Borrower
shall be exonerated with respect to its liabilities under this Agreement by any
act or thing except irrevocable payment and performance of the obligations, it
being the purpose and intent of this Agreement that the obligations constitute
the direct and primary obligations of each Borrower and that the covenants,
agreements and all obligations of each Borrower hereunder be absolute,
unconditional and irrevocable.


          Section
11.6 Actions Not Required. Each Borrower hereby waives
any and all right to cause a marshalling of any other Borrower’s assets or any
other action by any court or other governmental body with respect thereto
insofar as the rights of the Bank hereunder are concerned or to cause the Bank
to proceed against any security for the Borrowers’ joint and several liability
or any other recourse which the Bank may have with respect thereto, and further
waives any and all requirements that the Bank institute any action or
proceeding at law or in equity against any other Borrower or anyone else, or
with respect to this Agreement, the Loan Documents, or any collateral security
for the Borrowers’ joint and several liability, as a condition precedent to 


45





making demand on, or bringing an action or obtaining
and/or enforcing a judgment against, a Borrower. Each Borrower further waives
any requirement that the Bank seek performance by any other Borrower or any
other person, of any obligation under this Agreement, the Loan Documents or any
collateral security for the Borrowers’ joint and several liability as a
condition precedent to making a demand on, or bringing an action or obtaining
and/or enforcing a judgment against, such Borrower. No Borrower shall have any
right of setoff against the Bank with respect to any of its obligations
hereunder. Any remedy or right hereby granted which shall be found to be
unenforceable as to any person or under any circumstance, for any reason, shall
in no way limit or prevent the enforcement of such remedy or right as to any
other person or circumstance, nor shall such unenforceability limit or prevent
enforcement of any other remedy or right hereby granted.


          Section
11.7 Deficiencies. Each Borrower specifically agrees
that in the event of a foreclosure under any Security Agreement, any Pledge
Agreement, any other security agreement, pledge agreement, mortgage or other
similar agreement held by the Bank which secures any part or all of the
Borrowers’ joint and several liability and in the event of a deficiency
resulting therefrom, each Borrower shall be, and hereby is expressly made,
liable to the Bank for the full amount of such deficiency notwithstanding any
other provision of this Agreement or provision of such agreement, any document
or documents evidencing the indebtedness secured by such agreement or any other
document or any provision of applicable laws which might otherwise prevent the
Bank from enforcing and/or collecting such deficiency. Each Borrower hereby
waives any right to notice of a foreclosure under any security agreement or
other similar agreement given to the Bank by any other Borrower which secures
any part or all of the Borrowers’ joint and several liability.


          Section
11.8 Borrower’s Bankruptcy. Each Borrower expressly
agrees that its liability and obligations under the Notes and this Agreement
shall not in any way be affected by the institution by or against any other
Borrower or any other person or entity of any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or any other similar
proceedings for relief under any bankruptcy law or similar law for the relief
of debtors, or any action taken or not taken by the Bank in connection
therewith, and that any discharge of any Borrower’s joint and several liability
pursuant to any such bankruptcy or similar law or other laws shall not
discharge or otherwise affect in any way the obligations of any other Borrower
under the Notes and this Agreement, and that upon or at any time after the
institution of any of the above actions, at the Bank’s sole discretion, the
Borrowers’ joint and several obligations shall be enforceable against any
Borrower that is not itself the subject of such proceedings. Each Borrower
expressly waives any right to argue that the Bank’s enforcement of any remedies
against that Borrower is stayed by reason of the pendency of any such
proceedings against any other Borrower.


46





          Section
11.9 No Subrogation. Notwithstanding any payment or
payments made by any Borrower hereunder or any setoff or application of funds
of any Borrower by the Bank, such Borrower shall not be entitled to be
subrogated to any of the rights of the Bank against any other Borrower or any
other guarantor or any collateral security or guaranty or right of offset held
by the Bank for the payment of the Obligations, nor shall such Borrower seek or
be entitled to seek any contribution or reimbursement from any other Borrower
or any other guarantor in respect of payments made by such Borrower hereunder,
until all amounts owing to the Bank by the Borrowers on account of the
Obligations are irrevocably paid in full. If any amount shall be paid to a
Borrower on account of such subrogation rights at any time when all of the
Obligations shall not have been irrevocably paid in full, such amount shall be
held by that Borrower, and shall, forthwith upon receipt by the Borrower, be
turned over to the Bank in the exact form received by the Borrower (duly
endorsed by the Borrower to the Bank, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Bank may
determine.


          Section
11.10 Borrowers’ Financial Condition. Each Borrower is
familiar with the financial condition of each other Borrower, and each Borrower
has executed and delivered this Agreement and the Notes based on that
Borrower’s own judgment and not in reliance upon any statement or
representation of the Bank. The Bank shall have no obligation to provide a
Borrower with any advice whatsoever or to inform any Borrower at any time of
the Bank’s actions, evaluations or conclusions on the financial condition or
any other matter concerning any Borrower.


          Section
11.11 Relationship of Borrowers. Each Borrower
represents that it expects to derive benefits from the extension of credit
accommodations to each Borrower by the Bank, and finds it advantageous,
desirable and in its best interests to execute and deliver this Agreement and
the Notes to the Bank.


          Section
11.12 Appointment of Agent. Each Borrower agrees that
advances under any Loan may be requested solely by Holding Company as agent for
the Borrower. Any advances which may be made by the Bank under any Loan which
are disbursed to Holding Company shall be received by Holding Company in trust
for the Borrower on whose behalf the advance was requested. Holding Company
shall distribute the proceeds of any such advance solely to the Borrower on
whose behalf the advance was requested. Each Borrower shall be directly
indebted to the Bank for each advance distributed to it by Holding Company as
if that amount had been advanced directly by the Bank to the Borrower who
received such proceeds, in addition to which each other Borrower shall be
jointly and severally obligated to the Bank in such amount as co-obligor. In
furtherance of the foregoing, each Borrower hereby appoints Holding Company as
such Borrower’s agent and attorney-in-fact for the purposes of requesting
advances under the Loans, making representations and warranties, distributing
proceeds of any advances under the Loans, and generally taking such other
action as is necessary or desirable to administer the Loans on behalf of the
Borrowers and for any other purpose necessary or desirable in connection with
this Agreement or any other Loan Document.


47





          ARTICLE
12 MISCELLANEOUS


          Section
12.1 Waiver and Amendment. No failure on the part of
the Bank or the holder of any Note to exercise and no delay in exercising any
power or right hereunder or under any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. The remedies herein and in any other instrument, document or
agreement delivered or to be delivered to the Bank hereunder or in connection
herewith are cumulative and not exclusive of any remedies provided by law. No
notice to or demand on the Borrower not required hereunder or under any Note
shall in any event entitle the Borrower to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the right of
the Bank or any holder of any Note to any other or further action in any
circumstances without notice or demand. No amendment, modification or waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower therefrom shall be effective unless the same shall be
in writing and signed by the Bank. Any amendment, modification, waiver or
consent given hereunder shall be effective only in the specific instance and
for the specific purpose for which given. 


          Section
12.2 Expenses and Indemnities. The Borrower jointly
and severally agrees to reimburse the Bank upon demand for all reasonable and
documented expenses paid or incurred by the Bank (including any filing or
recording fees, audit/appraisal fees and expenses, and reasonable fees and
expenses of legal counsel) in connection with the transactions contemplated by
this Agreement, and the preparation and negotiation of this Agreement or any
amendment, or any modification, interpretation, collection and enforcement of
the Loan Documents. The Borrower jointly and severally agrees to pay, and save
the Bank harmless from all liability for, any stamp or other taxes which may be
payable with respect to the execution or delivery of the Loan Documents. The
Borrower jointly and severally agrees to indemnify and hold the Bank harmless
from any loss or expense which may arise or be created by the acceptance of
instructions for making Loans or disbursing the proceeds thereof, except to the
extent such loss or expense is a result of the gross negligence or willful
misconduct of the Bank. The obligations of the Borrower under this Section 12.2
shall survive any termination or expiration of the Revolving Credit Facility
and payment in full of the Obligations.


          Section
12.3 Notices. Except when telephonic notice is
expressly authorized by this Agreement, any notice or other communication to
any party in connection with this Agreement shall be in writing and shall be
sent by manual delivery, fax/e-mail transmission or overnight courier for next
Business Day delivery addressed to such party at the address specified on the
signature page hereof, or at such other address as such party shall have
specified to the other parties hereto in writing. Any notice or other
communication to the Borrower shall be sent to the Borrower c/o the Holding
Company. All periods of notice shall be measured from the date of delivery
thereof if manually delivered, from the first Business Day after the date of
sending thereof if sent by fax/e-mail transmission, or from a first Business
Day after the date of sending if sent by overnight courier for next Business
Day delivery; provided, however, that any notice to the Bank
under Article 2 or Article 3 hereof shall be deemed to have
been given only when received by the Bank. If notice to the Borrower of any
intended disposition of the Collateral or any other intended action is required
by law in a particular instance, such notice shall be deemed 


48





commercially reasonable if given at least ten calendar
days prior to the date of intended disposition or other action.


          Section
12.4 Successors. This Agreement shall be binding on
the Borrower and the Bank, and their respective successors and assigns, and
shall inure to the benefit of the Borrower, the Bank, and the successors and
assigns of the Bank. The Borrower shall not assign its rights or duties
hereunder without the written consent of the Bank.


          Section
12.5 Assignments, Participations and Information. The
Bank may assign, and may sell participation interests in, any or all of its
Loans to any Person; provided however that if at the time of such
assignment no Event of Default then exists, the Bank shall not assign the Loans
without the consent of the Borrower. The Bank may furnish any information
concerning the Borrower in its possession from time to time to assignees,
prospective assignees, participants and prospective participants, and may
furnish information in response to credit inquiries, in each case consistent
with general banking practice.


          Section
12.6 Severability. Any provision of the Agreement
which is prohibited or unenforceable in any jurisdiction shall, in such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


          Section
12.7 Captions. The captions or headings herein are for
convenience only and in no way define, limit or describe the scope or intent of
any provision of this Agreement.


          Section
12.8 Entire Agreement. This Agreement, the Notes, and
the other Loan Documents, embody the entire agreement and understanding between
the Borrower and the Bank with respect to the subject matter hereof and
thereof. This Agreement supersedes all prior agreements and understandings
relating to the subject matter hereof, including without limitation all term
sheets and commitment letters. 


          Section
12.9 Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart. Any executed counterpart of this
Agreement delivered by fax/e-mail transmission to the other parties hereto
shall constitute an original counterpart of this Agreement.


          Section
12.10 Governing Law and Construction. THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF. Whenever possible,
each provision of this Agreement and the other Loan Documents and any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto shall be interpreted in such manner as to be effective and
valid under such applicable law, but, if any provision of this Agreement, the
other Loan Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall be held to
be prohibited or invalid under such applicable law, such provision shall 


49





be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement, the other Loan Documents or any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto.


          Section
12.11 Consent to Jurisdiction. AT THE OPTION OF THE BANK, THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA
STATE COURT SITTING IN HENNEPIN COUNTY OR RAMSEY COUNTY, MINNESOTA; AND THE
BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES
ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE
BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR
CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY
THIS AGREEMENT, THE BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH
TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE
DISMISSED WITHOUT PREJUDICE.


          Section
12.12 Waiver of Jury Trial. EACH OF THE BORROWER AND THE BANK
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


          Section
12.13 USA Patriot Act Notification. The following
notification is provided to the Borrower pursuant to Section 326 of the
USA Patriot Act of 2001, 31 U.S.C. Section 5318:


	
  

 	
  

 	
  

 
	
  

 	
 IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A
 NEW ACCOUNT. To help the government fight the funding of terrorism and money
 laundering activities, Federal law requires all financial institutions to
 obtain, verify, and record information that identifies each person or entity
 that opens an account, including any deposit account, treasury management
 account, loan, other extension of credit, or other financial services
 product. What this means for the Borrower: When the Borrower opens an
 account, the Bank will ask for the Borrower’s name, taxpayer identification
 number, business address, and other information that will allow the Bank to
 identify the Borrower. The Bank may also ask to see the Borrower’s legal organizational
 documents or other identifying documents.

 	
  

 



          Section
12.14 Borrower Acknowledgments. The Borrower hereby
acknowledges that (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents,
(b) the Bank has no fiduciary relationship to the Borrower, the
relationship being solely that of debtor and creditor, (c) no joint
venture exists between the Borrower, on the one hand, and the Bank, on the
other hand, and (d) the Bank undertakes no responsibility to the Borrower
to review or inform the Borrower of any matter in connection with 


50





any phase of the business or operations of the
Borrower and the Borrower shall rely entirely upon its own judgment with
respect to its business, and any review, inspection or supervision of, or
information supplied to, the Borrower by the Bank is for the protection of the
Bank and neither the Borrower nor any third party is entitled to rely thereon.


 (The signature page follows.)


51






          THE
PARTIES HERETO have caused this Credit Agreement to be executed as of the date
first above written.




	
  

 	
  

 	
  

 
	
 Borrower’s
 Address for Notices:

 	
  

 
	
  

 	
 MGC DIAGNOSTICS CORPORATION

 
	
 c/o MGC
 Diagnostics Corporation

 	
  

 
	
 350 Oak
 Grove Parkway

 	
  

 
	
 St. Paul, MN
 55127-8599

 	
 By: 

 	
 /s/ Wesley
 W. Winnekins



 
	
 Attn: Wesley
 W. Winnekins

 	
 Name: Wesley
 W. Winnekins

 
	
 Phone:
 651-766-3497

 	
 Its: Chief
 Financial Officer, Chief Operating

 
	
 Fax:
 651-484-8941

 	
  

 	
 Officer and
 Secretary

 
	
 E-mail:

 	
  

 
	
 wwinnekins@mgcdiagnostics.com

 	
  

 
	
  

 	
 MEDICAL GRAPHICS CORPORATION

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Wesley
 W. Winnekins



 
	
  

 	
 Name: Wesley
 W. Winnekins

 
	
  

 	
 Its: Chief
 Financial Officer, Chief Operating

 
	
  

 	
  

 	
 Officer and
 Secretary

 


[BORROWER’S SIGNATURE PAGE TO CREDIT
AGREEMENT









	
  

 	
  

 	
  

 
	
 Bank’s
 Address for Notices:

 	
 BMO HARRIS BANK N.A.

 
	
  

 	
  

 
	
 BMO Harris
 Bank N.A.

 	
  

 
	
 50 South
 Sixth Street

 	
  

 
	
 Suite 1000

 	
 By: 

 	
 /s/ Sean T.
 Ball



 
	
 Minneapolis,
 MN 55402

 	
 Name: Sean
 T. Ball

 
	
 Attn: Sean
 Ball

 	
 Its: Vice
 President

 
	
 Phone:
 612-904-8164

 	
  

 
	
 Fax:
 612-904-8011

 	
  

 
	
 E-mail: sean.ball@bmo.com

 	
  

 


[BANK’S SIGNATURE PAGE TO CREDIT AGREEMENT