Exhibit 10.2
 CREDIT AGREEMENT
 by and among
 MEDQUIST INC.
 as Parent,
 THE SUBSIDIARIES OF PARENT LISTED AS
BORROWERS ON THE SIGNATURE PAGES HERETO
 as Borrowers,
 THE LENDERS THAT ARE SIGNATORIES HERETO
 as Lenders,
 and
 WELLS FARGO FOOTHILL, LLC
 as Arranger and Administrative Agent
 Dated as of August 31, 2009




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##### 



CREDIT AGREEMENT
 THIS CREDIT AGREEMENT Agreement Lender Lenders WELLS FARGO FOOTHILL, LLC Agent MEDQUIST
INC. Parent Borrower Borrowers
  DEFINITIONS AND CONSTRUCTION.
 Definitions . Schedule 1.1
 Accounting Terms . Section 7 provided Section 6.10 Section 7 Section 7
 Code . provided however
 Construction .




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##### 



Subsidiaries .
 Section 1.5(b)
  pro forma Section 7
 Schedules and Exhibits .
 - 2 -




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##### 



LOAN AND TERMS OF PAYMENT.
 Revolver Advances .
 Advances the lesser of less less less
 Section 2.1
 Reserves . Section 2.1 ad
valorem
 Borrowing Procedures and Settlements .
 Procedure for Borrowing.
 Making of Swing Loans. Section 2.3(b) Swing Loan Swing Loans
 - 3 -




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##### 



Section 2.3(d)(ii) Section
3 Section 3
 Making of Loans.
 Section 2.3(a) provided however Section 2.3(d)(ii) Section 3
 provided however first second
  - 4 -




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##### 



provided however
 Protective Advances and Optional Overadvances.
 Section 3 Section 2.3(d)(i) Protective Advances
  - 5 -




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##### 



Section 2.3(e) Section 2.3(d)(ii)
 Section 2.3(d)
 Settlement.
 Settlement Settlement Date Section 2.3(c)(iii)
  - 6 -




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Notation.
 Lenders Failure to Perform.
 Payments; Reductions of Commitments; Prepayments.
 Payments by Borrowers.
   - 7 -




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Apportionment and Application.
 Section 2.4(b)(iv)
  first
 second
 third
 fourth
 fifth
 sixth
 seventh
 eighth
 ninth
 tenth
 Section 2.3(e)
 - 8 -




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##### 



Section 2.4(b)(i)
 Section 2.4(b)(ii)
 Section
2.4 Section 2.4
 Reduction of Revolver Commitments. Section 2.3(a) Section 2.11(a)
 Optional Prepayments
 Mandatory Prepayments
 Dispositions Section 2.4(f) provided Section 2.4(f) provided further Section 2.4(e)(i) Section 2.4(e)(i)
 - 9 -




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##### 



Section 2.4(e)(i) Section 6.4
 Extraordinary Receipts Section 2.4(f) provided Section 2.4(e)(ii) Section 2.4(e)(ii)
 Indebtedness Section 2.4(f) Section 2.4(e)(iii)
 Application of Payments Section 2.4(e) first second Section 2.4(b)(ii)
 Waiver of Funding Losses Section 2.4(e) Section 2.12(b)
 Overadvances . Section 2.1 Section 2.11 Section 2.1 Section 2.11 Overadvance Section 2.4(b)
 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations .
 Interest Rates. Section 2.6(c)
   Letter of Credit Fee. Section 2.11(e)
 - 10 -




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##### 



Default Rate.
  Section 2.6(b)
 Payment. Section 2.10 Section
2.12(a) Section
2.11(e) Section
2.10
 Computation.
 Intent to Limit Charges to Maximum Lawful Rate. provided however ipso facto
 Crediting Payments; Clearance Charge .
  - 11 -




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##### 



Section 2.6 Section 2.7(b)
 Designated Account . Section 2.6(d)
 Maintenance of Loan Account; Statements of Obligations . Loan Account Section 2.7
 Fees .
   - 12 -




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Unused Line FeeAverage Daily Balance of the Revolver Usage
    
    PercentIf the Average Daily Balance of the Revolver Usage is
greater than $18,750,000
    
    
    0.50
    %If the Average Daily Balance of the Revolver Usage is
greater than $12,500,000 but less than or equal to $18,750,000
    
    
    0.75
    %If the Average Daily Balance of the Revolver Usage is less
than or equal to $12,500,000
    
    
    1.00
    %
 Letters of Credit .
 L/C L/C Undertaking
 less
  less
  - 13 -




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##### 



Section 2.11(b)
 Section
2.11(a) Section 2.11(a) Section 2.11(b) Section 3
 provided however
 - 14 -




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##### 



provided however
      provided provided further
 LIBOR Option .
 Interest and Interest Payment Dates. LIBOR Option
 - 15 -




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##### 



LIBOR Election.
 LIBOR Deadline
 Funding Losses Section 2.12
 least
 Conversion. provided however
 - 16 -




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##### 



Section 2.4(b) Section 2.12
(b)(ii)
 Special Provisions Applicable to LIBOR Rate.
 Section 2.12(b)(ii)
  No Requirement of Matched Funding.
 Capital Requirements .
  - 17 -




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##### 



provided provided further
 Section
2.12(d)(i) Section 2.13(a) Affected
Lender Section
2.12(d)(i) Section 2.13(a) Section 2.12(d)(i) Section
2.13(a) Section 2.12(d)(i) Section 2.13(a) Section 2.12(d)(i) Section 2.13(a) Replacement
Lender
 Joint and Several Liability of Borrowers .
  Section 2.14
  Section 2.14
 - 18 -




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##### 



Section 2.14 Section 2.14 Section 2.14 Section 2.14
        - 19 -




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##### 



Section 2.14 Section
2.14 Section 2.14
  Section 2.4(b)
 Increase in Commitments
 Request for Increase Commitment Increase
 Lender Elections to Increase
 - 20 -




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Notification by Agent; Additional Commitment Lenders Section 2.15 Additional Commitment Lender
 Effective Date and Allocations Section 2.15 Increase Effective
Date Schedule C-1
 Conditions to Effectiveness of Commitment Increase Section 4 Section 2.12 Section 2.15 provided first second
 Conflicting Provisions Section 2.15 Section 14.1
 - 21 -




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CONDITIONS; TERM OF AGREEMENT.
 Conditions Precedent to the Initial Extension of Credit . Schedule 3.1
 Conditions Precedent to all Extensions of Credit .
    Conditions Subsequent to Effectiveness . Schedule 3.3 Section 3.1 Schedule 3.3 Section
3.3
 Term . Maturity Date
 Effect of Termination .
 - 22 -




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Early Termination by Borrowers .
 REPRESENTATIONS AND WARRANTIES.
  Due Organization and Qualification; Subsidiaries .
  Schedule 4.1(b) Schedule 4.1(b)
 Schedule 4.1(c) Section 5.11
 Schedule 4.1(c)
 - 23 -




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##### 



Due Authorization; No Conflict .
   Governmental Consents .
 Binding Obligations; Perfected Liens .
  Section 6.11
 Title to Assets; No Encumbrances . Section 5.1
 - 24 -




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##### 



Jurisdiction of Organization; Location of Chief Executive Office; Organizational
Identification Number; Commercial Tort Claims .
 Schedule
4.6(a) Section 6.5
 Schedule 4.6(b) Section 5.15
 Schedule 4.6(c) Section
6.5
 Schedule
4.6(d)
 Litigation .
   Compliance with Laws .
 No Material Adverse Change .
 Fraudulent Transfer .
   - 25 -




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##### 



Employee Benefits .
 Environmental Condition . Schedule 4.12
 Intellectual Property .
 Schedule 4.13 provided however Schedule 4.13
  Leases .
 Deposit Accounts and Securities Accounts . Schedule 4.15
 Complete Disclosure .
 - 26 -




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##### 



Material Contracts Schedule 4.17 provided however Schedule 4.17 Section 5.1 Section 6.7(d)
 Patriot Act . Patriot Act
 Indebtedness . Schedule 4.19
 Payment of Taxes . Section 5.5 provided
 - 27 -




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##### 



Margin Stock .
 Governmental Regulation .
 OFAC .
 Holding Company; Inactive Subsidiary .
   Eligible Accounts .
 Location of Inventory and Equipment Schedule 4.26 Section
5.15
 Inventory Records
 Customers and Suppliers
 - 28 -




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##### 



HIPAA
 HIPAA HIPAA Laws and Regulations HIPAA
Commitments
         Health Laws and Regulations
 Schedule 4.30
 - 29 -




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##### 



Healthcare Laws
 Schedule 4.30
 AFFIRMATIVE COVENANTS.
  Financial Statements, Reports, Certificates . Schedule
5.1
 Collateral Reporting . Schedule 5.2
 Existence . Section 6.3
 Maintenance of Properties .
 - 30 -




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Taxes .
 Insurance .
 Inspection .
 Compliance with Laws .
 Environmental .
  - 31 -




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Disclosure Updates .
 Formation of Subsidiaries . provided provided 2/3 Section 5.11
 - 32 -




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##### 



Further Assurances . Additional Documents provided
 Lender Meetings Section 5.13
 Material Contracts .
 Location of Inventory and Equipment . Schedule 4.26 Schedule 4.6(b) provided however Schedule
4.26 Schedule 4.6(b)
 HIPAA; HITECH Act; Healthcare Laws .
   - 33 -




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##### 



Health Laws and Regulations
 NEGATIVE COVENANTS.
  Indebtedness .
 Liens .
 Restrictions on Fundamental Changes .
 provided
  Section 6.4
 Disposal of Assets . Sections 6.3 6.11
 - 34 -




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Change Name . provided however
 Nature of Business . Schedule 6.6 provided
 Prepayments and Amendments .
 Section 6.1
 Schedule 4.19
  Schedule 4.19
  Section 6.1 clauses (c), (f), (h) (i)
   Change of Control .
 Distributions . provided however
   - 35 -




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##### 



Section 6.9(c)(i)(B) Section 5.2 Section
6.9(c)(i) pro forma Section 7 Section 6.9(c)(ii) pro forma Section 7 clause (c)(ii)
 Accounting Methods .
 Investments . provided however
 - 36 -




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##### 



Transactions with Affiliates .
     Section 6.12(d)(i)(A) pro forma Section
7 Section 6.12(d)(i)(B) pro forma Section 7
  Section 6.3 Section 6.9
 Schedule 6.12
 Use of Proceeds .
 - 37 -




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Holding Company; Inactive Subsidiary .
   Consignments .
 Inventory and Equipment with Bailees
 FINANCIAL COVENANTS.
  Minimum EBITDA.
 Applicable Amount
    
    Applicable Period$17,500,000.00
    
    For the 6 month period ending June 30, 2009$20,416,666.67
    
    For the 7 month period ending July 31, 2009$23,333,333.33
    
    For the 8 month period ending August 31, 2009$26,250,000.00
    
    For the 9 month period ending September 20, 2009$29,166,666.67
    
    For the 10 month period ending October 31, 2009$32,083,333.33
    
    For the 11 month period ending November 30, 2009$35,000,000.00
    
    For the 12 month period ending December 31, 2009$35,000,000.00
    
    For the 12 month period ending on the last day
of each month thereafter
 - 38 -




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##### 



Fixed Charge Coverage Ratio.
 Applicable Ratio
    
    Applicable Period1.0:1.0
    
    For the 6 month period ending June 30, 20091.0:1.0
    
    For the 7 month period ending July 31, 20091.0:1.0
    
    For the 8 month period ending August 31, 20091.0:1.0
    
    For the 9 month period ending September 20, 20091.0:1.0
    
    For the 10 month period ending October 31, 20091.0:1.0
    
    For the 11 month period ending November 30, 20091.0:1.0
    
    For the 12 month period ending December 31, 20091.0:1.0
    
    For the 12 month period ending January 31, 20101.0:1.0
    
    For the 12 month period ending February 28, 20101.0:1.0
    
    For the 12 month period ending March 31, 20101.0:1.0
    
    For the 12 month period ending April 30, 20101.0:1.0
    
    For the 12 month period ending May 31, 20101.25:1.0
    
    For the 12 month period ending on the last day of each
month thereafter
 EVENTS OF DEFAULT.
 Event of Default
   (a) Sections 3.3 5.1 Section 8.2(b) 5.2 5.3 5.6 5.7
 - 39 -




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##### 



5.10 5.11 5.14 5.16 5.17 Sections
6.1 6.16 Section 7
 (b) Sections 5.1 clause (b) Section 5.1 5.3 5.4 5.5 5.8 5.12 5.13 5.15
 Section 8 Section 8
       - 40 -




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##### 



Section 1.5 Section 1.5(b)
 RIGHTS AND REMEDIES.
 Rights and Remedies .
   Section 8.4 Section 8.5
 Remedies Cumulative .
 - 41 -




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##### 



WAIVERS; INDEMNIFICATION.
 Demand; Protest; etc .
 The Lender Groups Liability for Collateral
 Indemnification . Indemnified
Person Indemnified Liabilities Section 10.3 WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED
PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE
OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.
 NOTICES.
  - 42 -




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If to Administrative Borrower:
    
    MEDQUIST TRANSCRIPTIONS, LTD.1000 Bishops Gate Blvd.
Mt. Laurel, New Jersey 08054-4632
Attn: Mark Sullivan 
Fax No. (856) 206-4211with copies to:
    
    Robinson & Cole LLP
280 Trumbull Street
Hartford, Connecticut 06103
Attn: Cathryn A. Reynolds, Esq.
Fax No.: (860) 275-8299If to Agent:
    
    WELLS FARGO FOOTHILL, LLC
One Boston Place, Suite 1800
Boston, Massachusetts 02108
Attn: Business Finance Manager
Fax No.: (617) 722-9485with copies to:
    
    SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
Attention: Michael M. Mezzacappa
Fax No.: (212) 593-5955
 Section 11 provided
 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
 THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
 - 43 -




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##### 



THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK; PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT AGENTS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. PARENT AND
EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
12(b) .
 PARENT AND EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PARENT AND EACH BORROWER AND
EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT
OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
 Assignments and Participations .
 Assignee provided provided however Section 13.1(b)
  - 44 -




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Section 10.3 provided however Section
15 Section 17.9(a)
  Section 13.1(b) pro
tanto
 Participant Originating Lender provided however
 - 45 -




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Section 17.9
  Register Registered Loan
 Participant Register
  - 46 -




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Successors . provided however ab initio Section 13.1 Section 13.1
 AMENDMENTS; WAIVERS.
 Amendments and Waivers .
 provided however
   Section 2.6(c)
  Section 15.11
    Section 2.4(b)(i) Section 2.4(e) (f)
 Section 13.1(a)
 - 47 -




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Section 2.2
    Section 14.1
 Replacement of Holdout Lender .
 Holdout
Lender
 Section 13.1
 No Waivers; Cumulative Remedies .
 - 48 -




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AGENT; THE LENDER GROUP.
 Appointment and Authorization of Agent . Section 15 Section 15
 Delegation of Duties .
 Liability of Agent .
 - 49 -




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Reliance by Agent .
 Notice of Default or Event of Default . Section 15.4 Section 8 provided however
 Credit Decision .
 - 50 -




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##### 



Costs and Expenses; Indemnification . provided however
 Agent in Individual Capacity .
 Successor Agent .
 - 51 -




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##### 



Section 15
 Lender in Individual Capacity .
 Collateral Matters .
 Section 6.4 Section 15.11 provided however
  - 52 -




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Restrictions on Actions by Lenders; Sharing of Payments .
  provided however
 Agency for Perfection .
 Payments by Agent to the Lenders .
 Concerning the Collateral and Related Loan Documents .
 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information .
  - 53 -




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##### 



Report Reports
   Section 17.9
   Several Obligations; No Liability . Section 15.7
 - 54 -




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WITHHOLDING TAXES.
 Section 16(a) Section 16(a)
         - 55 -




---



##### 



provided however
 Section 16
 subsection (c) (d) Section 16
 Section 16
 Section 16 Section
16 provided
 - 56 -




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##### 



Section 16
 Beneficial Owner Net Income Taxes Section 16.
 Section 16
 GENERAL PROVISIONS.
 Effectiveness .
 Section Headings .
 Interpretation .
 Severability of Provisions .
 Bank Product Providers .
 - 57 -




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Debtor-Creditor Relationship .
 Counterparts; Electronic Execution . mutatis
mutandis
 Revival and Reinstatement of Obligations . Voidable Transfer
 Confidentiality .
 Section 17.9
  - 58 -




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Lender Group Expenses . Section 17.10
 USA PATRIOT Act .
 Integration .
 MedQuist Transcriptions, Ltd. as Agent for Borrowers . Administrative Borrower Section
17.13
  - 59 -




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IN WITNESS WHEREOF,
 MEDQUIST INC.,

a New Jersey corporation, as ParentBy:Title:MEDQUIST CM LLC,
a Delaware limited liability company, as a BorrowerBy:Title:MEDQUIST IP LLC,
a Delaware limited liability company, as a BorrowerBy:Title:MEDQUIST TRANSCRIPTIONS, LTD.,
a New Jersey corporation, as a BorrowerBy:Title:WELLS FARGO FOOTHILL, LLC,
a Delaware limited liability company, as Agent
and as a LenderBy:Title:




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TABLE OF CONTENTS
 Page1.
    

DEFINITIONS
AND CONSTRUCTION
    
    
    11.1   Definitions
    
    
    11.2   Accounting Terms
    
    
    11.3   Code
    
    
    11.4   Construction
    
    
    11.5   Subsidiaries
    
    
    21.6   Schedules and Exhibits
    
    
    22.
    
    LOAN AND
TERMS OF PAYMENT
    
    
    32.1   Revolver Advances
    
    
    32.2   Reserves
    
    
    32.3   Borrowing Procedures and Settlements
    
    
    32.4   Payments; Reductions of Commitments; Prepayments
    
    
    72.5   Overadvances
    
    
    102.6   Interest Rates and Letter of Credit Fee: Rates, Payments, and
Calculations
    
    
    102.7   Crediting Payments; Clearance Charge
    
    
    112.8   Designated Account
    
    
    122.9   Maintenance of Loan Account; Statements of Obligations
    
    
    122.10   Fees
    
    
    122.11   Letters of Credit
    
    
    132.12   LIBOR Option
    
    
    152.13   Capital Requirements
    
    
    172.14   Joint and Several Liability of Borrowers
    
    
    182.15   Increase in Commitments
    
    
    203.
    
    CONDITIONS; TERM OF AGREEMENT
    
    
    223.1   Conditions Precedent to the Initial Extension of Credit
    
    
    223.2   Conditions Precedent to all Extensions of Credit
    
    
    223.3   Conditions Subsequent to Effectiveness
    
    
    223.4   Term
    
    
    223.5   Effect of Termination
    
    
    223.6   Early Termination by Borrowers
    
    
    234.
    
    REPRESENTATIONS AND WARRANTIES.
    
    
    234.1   Due Organization and Qualification; Subsidiaries
    
    
    234.2   Due Authorization; No Conflict
    
    
    244.3   Governmental Consents
    
    
    244.4   Binding Obligations; Perfected Liens
    
    
    24
 - i -




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Page4.5   Title to Assets; No Encumbrances
    
    
    244.6   Jurisdiction of Organization; Location of Chief Executive Office;
Organizational Identification Number; Commercial Tort
   Claims
    
    
    254.7   Litigation
    
    
    254.8   Compliance with Laws
    
    
    254.9   No Material Adverse Change
    
    
    254.10   Fraudulent Transfer
    
    
    254.11   Employee Benefits
    
    
    264.12   Environmental Condition
    
    
    264.13   Intellectual Property
    
    
    264.14   Leases
    
    
    264.15   Deposit Accounts and Securities Accounts
    
    
    264.16   Complete Disclosure
    
    
    264.17   Material Contracts
    
    
    274.18   Patriot Act
    
    
    274.19   Indebtedness
    
    
    274.20   Payment of Taxes
    
    
    274.21   Margin Stock
    
    
    284.22   Governmental Regulation
    
    
    284.23   OFAC
    
    
    284.24   Holding Company; Inactive Subsidiary
    
    
    284.25   Eligible Accounts
    
    
    284.26   Location of Inventory and Equipment
    
    
    284.27   Inventory Records
    
    
    284.28   Customers and Suppliers
    
    
    284.29   HIPAA
    
    
    294.30   Health Laws and Regulations
    
    
    295.
    
    AFFIRMATIVE COVENANTS
    
    
    305.1   Financial Statements, Reports, Certificates
    
    
    305.2   Collateral Reporting
    
    
    305.3   Existence
    
    
    305.4   Maintenance of Properties
    
    
    305.5   Taxes
    
    
    315.6   Insurance
    
    
    315.7   Inspection
    
    
    31
 - ii -




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Page5.8   Compliance with Laws
    
    
    315.9   Environmental
    
    
    315.10   Disclosure Updates
    
    
    325.11   Formation of Subsidiaries
    
    
    325.12   Further Assurances
    
    
    335.13   Lender Meetings
    
    
    335.14   Material Contracts
    
    
    335.15   Location of Inventory and Equipment
    
    
    335.16   HIPAA; HITECH Act; Healthcare Laws
    
    
    335.17   Health Laws and Regulations
    
    
    346.
    
    NEGATIVE COVENANTS
    
    
    346.1   Indebtedness
    
    
    346.2   Liens
    
    
    346.3   Restrictions on Fundamental Changes
    
    
    346.4   Disposal of Assets
    
    
    346.5   Change Name
    
    
    356.6   Nature of Business
    
    
    356.7   Prepayments and Amendments
    
    
    356.8   Change of Control
    
    
    356.9   Distributions
    
    
    356.10   Accounting Methods
    
    
    366.11   Investments
    
    
    366.12   Transactions with Affiliates
    
    
    376.13   Use of Proceeds
    
    
    376.14   Holding Company; Inactive Subsidiary
    
    
    386.15   Consignments
    
    
    386.16   Inventory and Equipment with Bailees
    
    
    387.
    
    FINANCIAL COVENANTS
    
    
    388.
    
    EVENTS OF DEFAULT
    
    
    399.
    
    RIGHTS AND REMEDIES
    
    
    419.1   Rights and Remedies
    
    
    419.2   Remedies Cumulative
    
    
    4110.
    
    WAIVERS; INDEMNIFICATION
    
    
    42
 - iii -




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Page10.1   Demand; Protest; etc
    
    
    4210.2   The Lender Groups Liability for Collateral
    
    
    4210.3   Indemnification
    
    
    4211.
    
    NOTICES
    
    
    4212.
    
    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER
    
    
    4313.
    
    ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
    
    
    4413.1   Assignments and Participations
    
    
    4413.2   Successors
    
    
    4714.
    
    AMENDMENTS; WAIVERS
    
    
    4714.1   Amendments and Waivers
    
    
    4714.2   Replacement of Holdout Lender
    
    
    4814.3   No Waivers; Cumulative Remedies
    
    
    4815.
    
    AGENT; THE LENDER GROUP
    
    
    4915.1   Appointment and Authorization of Agent
    
    
    4915.2   Delegation of Duties
    
    
    4915.3   Liability of Agent
    
    
    4915.4   Reliance by Agent
    
    
    5015.5   Notice of Default or Event of Default
    
    
    5015.6   Credit Decision
    
    
    5015.7   Costs and Expenses; Indemnification
    
    
    5115.8   Agent in Individual Capacity
    
    
    5115.9   Successor Agent
    
    
    5115.10   Lender in Individual Capacity
    
    
    5215.11   Collateral Matters
    
    
    5215.12   Restrictions on Actions by Lenders; Sharing of Payments
    
    
    5315.13   Agency for Perfection
    
    
    5315.14   Payments by Agent to the Lenders
    
    
    5315.15   Concerning the Collateral and Related Loan Documents
    
    
    5315.16   Audits and Examination Reports; Confidentiality; Disclaimers by
Lenders; Other Reports and Information
    
    
    5315.17   Several Obligations; No Liability
    
    
    5416.
    
    WITHHOLDING TAXES
    
    
    5517.
    
    GENERAL PROVISIONS
    
    
    57
 - iv -




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##### 



Page17.1   Effectiveness
    
    
    5717.2   Section Headings
    
    
    5717.3   Interpretation
    
    
    5717.4   Severability of Provisions
    
    
    5717.5   Bank Product Providers
    
    
    5717.6   Debtor-Creditor Relationship
    
    
    5817.7   Counterparts; Electronic Execution
    
    
    5817.8   Revival and Reinstatement of Obligations
    
    
    5817.9   Confidentiality
    
    
    5817.10   Lender Group Expenses
    
    
    5917.11   USA PATRIOT Act
    
    
    5917.12   Integration
    
    
    5917.13   MedQuist Transcriptions, Ltd. as Agent for Borrowers
    
    
    59
 - v -




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##### 



EXHIBITS AND SCHEDULES
 Exhibit A-1
    
    Form of Assignment and AcceptanceExhibit B-1
    
    Form of Borrowing Base CertificateExhibit C-1
    
    Form of Compliance CertificateExhibit L-1
    
    Form of LIBOR NoticeSchedule A-1
    
    Agents AccountSchedule A-2
    
    Authorized PersonsSchedule C-1
    
    CommitmentsSchedule D-1
    
    Designated AccountSchedule G-1
    
    GuarantorsSchedule P-1
    
    Permitted Intercompany AdvancesSchedule P-2
    
    Permitted InvestmentsSchedule P-3
    
    Permitted LiensSchedule 1.1
    
    DefinitionsSchedule 3.1
    
    Conditions PrecedentSchedule 3.3
    
    Conditions SubsequentSchedule 4.1(b)
    
    Capitalization of ParentSchedule 4.1(c)
    
    Capitalization of Parents SubsidiariesSchedule 4.6(a)
    
    States of OrganizationSchedule 4.6(b)
    
    Chief Executive OfficesSchedule 4.6(c)
    
    Organizational Identification NumbersSchedule 4.6(d)
    
    Commercial Tort ClaimsSchedule 4.12
    
    Environmental MattersSchedule 4.13
    
    Intellectual PropertySchedule 4.15
    
    Deposit Accounts and Securities AccountsSchedule 4.17
    
    Material ContractsSchedule 4.19
    
    Permitted IndebtednessSchedule 4.26
    
    Locations of Inventory and EquipmentSchedule 4.30
    
    Health Laws and RegulationsSchedule 5.1
    
    Financial Statements, Reports, CertificatesSchedule 5.2
    
    Collateral ReportingSchedule 6.6
    
    Nature of BusinessSchedule 6.12
    
    Transactions with Affiliates




---



##### 



Schedule A-1
 Agents Account




---



##### 



Schedule C-1
 Commitments
 Lender
    
    Revolver Commitment
    
    
    Total CommitmentWells Fargo Foothill, LLC
    
    $
    25,000,000
    
    
    $
    25,000,000All Lenders
    
    $
    25,000,000
    
    
    $
    25,000,000




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##### 



Schedule G-1
 Guarantors




---



##### 



Schedule 1.1
  Account
 Account Debtor
 ACH Transactions
 Accommodation Charge
 Accommodation Program
 Acquired Indebtedness
 Acquisition
 Additional Commitment Lender Section
2.15
 Additional Documents Section 5.12
 Administrative Borrower Section 17.13
 Advances Section 2.1(a)
 Affected Lender Section 2.13(b)
 Affiliate provided however Section 6.12
 Schedule 1.1-1




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##### 



Agent
 Agent-Related Persons
 Agents Account Schedule
A-1
 Agents Liens
 Agreement Schedule 1.1
 Application Event Section 2.4(b)(ii)
 Asset Acquisition
 Assignee Section 13.1(a)
 Assignment and Acceptance Exhibit A-1
 Authorized Person Schedule
A-2
 Availability Section 2.1
 Availability Block provided
 Average Excess Availability
 Bank Product
 Bank Product Agreements
 Schedule 1.1-2




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##### 



Bank Product Collateralization
 Bank Product Obligations
 Bank Product Provider
 Bank Product Reserve
 Bankruptcy Code
 Base LIBOR Rate
 Base Rate 1 2
 Base Rate Loan
 Base Rate Margin Average Excess Availability Calculation provided however
 Schedule 1.1-3




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##### 



Average Excess AvailabilityLevel
    
    Calculation
    
    Base Rate MarginI
    
    If the Average Excess Availability is
less than or equal to $20,000,000
    
    4.00 percentage pointsII
    
    If the Average Excess Availability is
greater than $20,000,000
    
    3.75 percentage points
 clause (i) Schedule 5.2 provided however Base Rate Period
 Benefit Plan
 Board of Directors
 Borrower Borrowers
 Borrowing
 Borrowing Base
 (a)
    
    85% of the amount of Eligible Accounts, lessthe amount, if any, of the
Dilution Reserve, minus(b)
    
    the Availability Block, minus
 Schedule 1.1-4




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##### 



(c) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount of
reserves, if any, established by Agent under Section 2.2 of the Agreement.
 Borrowing Base Certificate Exhibit
B-1
 Business Day
 Capital Expenditures
 Capitalized Lease Obligation
 Capital Lease
 Cash Equivalents
 CFC
 Change of Control
 Schedule 1.1-5




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##### 



Closing Date
 Code
 Collateral
 Collateral Access Agreement
 Collections all
 Commitment Schedule C-1 Section 13.1
 Commitment Increase Section 2.15
 Compliance Certificate Exhibit
C-1
 Continuing Director
 Contribution Agreement
 Control Agreement
 Controlled Account Agreement
 Copyright Security Agreement
 Schedule 1.1-6




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##### 



Daily Balance
 Default
 Defaulting Lender
 Defaulting Lender Rate
 Deposit Account
 Designated Account Schedule D-1
 Designated Account Bank Schedule D-1
 Dilution
 Dilution Reserve
 Dollars $
 EBITDA minus
 Eligible Accounts provided however
 Schedule 1.1-7




---



##### 



provided however
 Schedule 1.1-8




---



##### 



Section 1.5(c)
 Eligible Transferee
 Environmental Action
 Environmental Law
 Schedule 1.1-9




---



##### 



Environmental Liabilities
 Environmental Lien
 Equipment
 Equity Sponsor
 ERISA
 ERISA Affiliate
 Event of Default Section 8
 Excess Legacy Legal Fees
 Excess Availability minus
 Exchange Act
 Extraordinary Receipts Section
2.4(e)(i)
 Fee Letter
 Schedule 1.1-10




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##### 



Federal Funds Rate
 Fixed Charges
 Fixed Charge Coverage Ratio minus
 Foreign Lender
 Funding Date
 Funding Losses Section 2.12(b)(ii)
 GAAP
 Governing Documents
 Governmental Authority
 Guarantors Schedule G-1 Section 5.11 Guarantor
 Guaranty
 Hazardous Materials
 Healthcare Laws Section 4.30
 Schedule 1.1-11




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##### 



Hedge Agreement
 HIPAA Section 4.29
 HIPAA Commitments Section 4.29
 HIPAA Laws and Regulations Section
4.29
 HITECH Act Section 4.30
 Holdout Lender Section 14.2(a)
 Inactive Subsidiary provided Section 5.11
 Increase Effective Date Section 2.15
 Indebtedness
 Indemnified Liabilities Section 10.3
 Indemnified Person Section 10.3
 Insolvency Proceeding
 Schedule 1.1-12




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##### 



Intercompany Subordination Agreement
 Interest Period provided however
 Inventory
 Investment bona fide
 IRC
 Issuing Lender Section 2.11
 L/C Section 2.11(a)
 L/C Disbursement
 L/C Undertaking Section 2.11(a)
 Legacy Litigation Settlements
 Lender Lenders Section 13.1
 Lender Group
 Schedule 1.1-13




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##### 



Lender Group Expenses
 Lender-Related Person
 Letter of Credit
 Letter of Credit Collateralization
 Letter of Credit Usage
 Schedule 1.1-14




---



##### 



LIBOR Deadline Section 2.12(b)(i)
 LIBOR Notice Exhibit L-1
 LIBOR Option Section 2.12(a)
 LIBOR Rate dividing minus
 LIBOR Rate Loan
 LIBOR Rate Margin Average Excess Availability Calculation provided however
 Average Excess AvailabilityLevel
    
    Calculation
    
    LIBOR Rate MarginI
    
    If the Average Excess Availability is
less than or equal to $20,000,000
    
    4.00 percentage pointsII
    
    If the Average Excess Availability is
greater than $20,000,000
    
    3.75 percentage points
 clause (i) Schedule 5.2 provided however LIBOR Rate Period
 Schedule 1.1-15




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##### 



Lien
 Loan Account Section 2.9
 Loan Documents
 Loan Party
 Margin Stock
 Material Adverse Change
 Material Contract
 Maturity Date Section 3.3
 Maximum Revolver Amount Section 2.4(c)
 Moodys
 Schedule 1.1-16




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##### 



Mortgage Policy Schedule 3.1(v)
 Mortgages
 Net Cash Proceeds
   Net Interest Expense
 Obligations
 Schedule 1.1-17




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##### 



OFAC
 Originating Lender Section 13.1(e)
 Other Taxes
 Overadvance Section 2.5
 Parent
 Participant Section 13.1(e)
 Participant Register Section 13.1(i)
 Patent Security Agreement
 Patriot Act Section 4.18
 Payoff Date
 Permitted Acquisition
    pro forma
 Schedule 1.1-18




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##### 



Section 7
  de minimis
   de minimis
  Permitted Discretion
 Permitted Dispositions
    Schedule 1.1-19




---



##### 



clauses (a) l
 clauses (a) m
 Permitted Indebtedness
  Schedule 4.19
    Schedule 1.1-20




---



##### 



Permitted Intercompany Advances Schedule P-1
 Permitted Investments
   Schedule 1.1-21




---



##### 



Schedule P-2
         pro forma Section 7
 Schedule 1.1-22




---



##### 



pro forma Section
7
 Permitted Liens
   Section 8.3
 Schedule P-3
          Schedule 1.1-23




---



##### 



Permitted Preferred Stock
 Permitted Protest
 Permitted Purchase Money Indebtedness
 Permitted Unrestricted Acquisition
     Schedule 1.1-24




---



##### 



Section 1.5(b)
    Permitted Unrestricted Acquisition EBITDA
 Person
 Preferred Stock
 Schedule 1.1-25




---



##### 



Prohibited Preferred Stock
 Projections
 Pro Rata Share
  provided however
 Section 15.7 provided however
 Protective Advances Section 2.3(d)(i)
 Purchase Money Indebtedness
 Qualified Cash
 Schedule 1.1-26




---



##### 



Real Property
 Real Property Collateral
 Record
 Refinancing Indebtedness
       Related Fund
 Register Section 13.1(h)
 Registered Loan Section 13.1(h)
 Remedial Action
 Schedule 1.1-27




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##### 



Replacement Lender Section 2.13(b)
 Report Section 15.16
 Required Availability plus
 Required Lenders provided however
 Reserve Percentage
 Revolver Commitment Schedule C-1 Section 13.1
 Revolver Usage plus
 Risk Participation Liability
 Sanctioned Entity
 Sanctioned Person
 SEC
 Securities Account
 Schedule 1.1-28




---



##### 



Securities Act
 Security Agreement
 Settlement Section 2.3(e)(i)
 Settlement Date Section 2.3(e)(i)
 Solvent
 Specified Subsidiary Section 1.5(b)
 S&P
 Stock
 Stock Acquisition
 Subordinated Indebtedness
 Subsidiary
 Swing Lender Section 2.3(b)
 Swing Loan Section 2.3(b)
 Taxes provided
 Schedule 1.1-29




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##### 



Section 16(c) (d) except Section 16(a)
 Total Commitment Schedule C-1 Section 13.1
 Trademark Security Agreement
 Transcription Services Agreement
 Underlying Issuer
 Underlying Letter of Credit
 United States
 Voidable Transfer Section 17.8
 Wells Fargo
 WFF
 Schedule 1.1-30




---



##### 



Schedule 3.1
        Schedule 3.3
         Schedule 3.1-1




---



##### 



Schedule 3.3
  Section 5.6
        Section 5.2
  Schedule 3.1-2




---



##### 



Schedule 3.1-3




---



##### 



Schedule 3.3
 Conditions Subsequent
 Sections 3.1 3.2
    provided however
  Schedule 3.1-1




---



##### 



Schedule 5.1
  As soon as available, but in any
event within 30 days after the
end of each month (other than
any month that is the end of one
of Parents fiscal quarters)
    
    (a) an unaudited consolidated and
consolidating balance sheet, income
statement, and statement of cash flow
covering Parents and its Subsidiaries
operations during such period and
setting forth, in each case, in
comparative form, the figures for the
corresponding period of the immediately
preceding fiscal year,(b) an unaudited consolidated and
consolidating balance sheet, income
statement, and statement of cash flow
covering each Specified Subsidiarys
operations during such period and
setting forth, in each case, in
comparative form, the figures for the
corresponding period of the immediately
preceding fiscal year, and(c) a Compliance Certificate.As soon as available, but in any
event within 5 days after the
date on which the financial
statements described in clause
(a) above are delivered
    
    (d) as it pertains to the financial
statements described in clause (a)
above, a reconciliation to the most
recent Projections delivered to Agent
for such period, together with a written
explanation of any material variances
for such period.As soon as available, but in any
event within 45 days after the
end of each of Parents fiscal
quarters
    
    (e) an unaudited consolidated and
consolidating balance sheet, income
statement, and statement of cash flow
covering Parents and its Subsidiaries
operations during such period and
setting forth, in each case, in
comparative form, the figures for the
corresponding period of the immediately
preceding fiscal year (it being
understood and agreed that the foregoing
delivery requirement shall be deemed
satisfied with respect to each of the
first three fiscal quarters of each of
Parents fiscal years by Parents
delivery to Agent, with copies to each
Lender, of a copy of its Form 10-O
quarterly report for such period),(f) an unaudited consolidated and
consolidating balance sheet, income
statement, and statement of cash flow
covering each Specified Subsidiarys
operations during such period and
setting forth, in each case, in
comparative form, the figures for the
corresponding period of the immediately
preceding fiscal year, and(g) a Compliance Certificate.As soon as available, but in any
event within 5 days after the
date on which the financial
statements described in clause
(e) above are delivered
    
    (h) as it pertains to the financial
statements described in clause (e)
above, a reconciliation to the most
recent Projections delivered to Agent
for such period, together with a written
explanation of any material variances
for such period.
 Schedule 5.1-1




---



##### 



As soon as available, but in any
event within 90 days after the
end of each of Parents fiscal
years
    
    (i) consolidated and consolidating
financial statements of Parent and its
Subsidiaries and Specified Subsidiaries
for each such fiscal year, setting
forth, in each case, in comparative
form, the figures for the corresponding
period of the immediately preceding
fiscal year, which consolidated
financial statements shall be audited by
independent certified public accountants
reasonably acceptable to Agent and
certified, without any qualifications
(including any (i) going concern or
like qualification or exception, (ii)
qualification or exception as to the
scope of such audit, or (iii)
qualification which relates to the
treatment or classification of any item
and which, as a condition to the removal
of such qualification, would require an
adjustment to such item, the effect of
which would be to cause any
noncompliance with the provisions of
Section 7), by such accountants to have
been prepared in accordance with GAAP
(such audited financial statements to
include a balance sheet, income
statement, and statement of cash flow
and, if prepared, such accountants
letter to management) (it being
understood and agreed that the foregoing
delivery requirement shall be deemed
satisfied by Parents delivery to Agent,
with copies to each Lender, of a copy of
its Form 10-K annual report for such
fiscal year), and(j) an unaudited consolidated balance
sheet, income statement, and statement
of cash flow covering Parents and its
Subsidiaries operations during such
period and setting forth, in each case,
in comparative form, the figures for the
corresponding period of the immediately
preceding fiscal year,(k) a Compliance Certificate.As soon as available, but in any
event within 5 days after the
date on which the financial
statements described in clause
(i) above are delivered
    
    (l) as it pertains to the financial
statements described in clause (i)
above, a reconciliation to the most
recent Projections delivered to Agent
for such period, together with a written
explanation of any material variances
for such period.As soon as available, but in any
event within 30 days after the
end of each of Parents fiscal
years,
    
    (m) copies of Parents Projections, in
form and substance (including as to
scope and underlying assumptions)
satisfactory to Agent, in its Permitted
Discretion, for the forthcoming 3 years,
year by year, and for the forthcoming
fiscal year, month by month, certified
by the chief financial officer of Parent
as being such officers good faith
estimate of the financial performance of
Parent and its Subsidiaries during the
period covered thereby.If and when filed by Parent or
any of its Subsidiaries,
    
    (n) Form 10-Q quarterly reports, Form
10-K annual reports, and Form 8-K
current reports,(o) any other filings made by Parent or
any of its Subsidiaries with the SEC,
and(p) any other information that is
provided by Parent or any of its
Subsidiaries to its shareholders
generally.
 Schedule 5.1-2




---



##### 



Promptly, but in any event
within 5 days after Parent or
any of its Subsidiaries have
knowledge of any event or
condition that constitutes a
Default or an Event of Default,
    
    (q) notice of such event or condition
and a statement of the curative action
that such Person proposes to take with
respect thereto.Promptly after the commencement
thereof, but in any event within
5 days after the service of
process with respect thereto on
Parent or any of its
Subsidiaries,
    
    (r) notice of all actions, suits, or
proceedings brought by or against Parent
or any of its Subsidiaries before any
Governmental Authority which reasonably
could be expected to result in a
Material Adverse Change.Immediately after receipt or 
delivery thereof,
    
    (s) copies of any notices evidencing the
expiration, cancellation or other
termination of any Material Contract.Immediately after Parent or any
of its Subsidiaries has
knowledge of any labor
negotiations which could result
in a labor strike,
    
    (t) notice of the nature and status of
such negotiations, together with a
statement of action that the Parent
proposes to take with respect thereto.Upon the request of Agent,
    
    (u) any other information reasonably
requested relating to the financial
condition of Parent or its Subsidiaries.
 Schedule 5.1-3




---



##### 



Schedule 5.2
 Section 5.2
 Monthly (no later than the 15th day
of each month)
    
    (a) a Borrowing Base Certificate as
of the then most recently concluded
calendar month,(b) a detailed aging, by total, of
Parents and its Subsidiaries
Accounts together with a
reconciliation and supporting
documentation for any reconciling
items noted (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting),(c) a detailed calculation of those
Accounts that are not eligible for
the Borrowing Base, if Borrowers
have not implemented electronic
reporting,(d) a summary aging, by vendor, of
Parents and its Subsidiaries
accounts payable and any book
overdraft (delivered electronically
in an acceptable format, if
Borrowers have implemented
electronic reporting) and an aging,
by vendor, of any held checks,(e) a detailed report regarding
Parents and its Subsidiaries cash
and Cash Equivalents, including an
indication of which amounts
constitute (i) Qualified Cash, (ii)
proceeds of Accounts, and (iii)
other Collections,(f) a monthly Account roll-forward,
in a format acceptable to Agent in
its discretion, tied to the
beginning and ending account
receivable balances of Parents and
its Subsidiaries general ledger,(g) a report regarding Parents and
its Subsidiaries accrued, but
unpaid taxes and royalties,
including ad valoremtaxes, and(h) a detailed report, by customer,
showing (i) all deferred revenue and
deferred accommodation liabilities
as set forth in Loan Parties
balance sheets for the prior month,
and (ii) the portion of such
deferred revenue and deferred
accommodation liabilities that has
previously been paid in cash,Monthly (no later than the 30th day
of each month)
    
    (i) a reconciliation of Accounts and
trade accounts payable of Parents
and its Subsidiaries general ledger
accounts to its monthly financial
statements including any book
reserves related to each category.Annually
    
    (j) a detailed list of Parents and
its Subsidiaries customers, with
address and contact information.Upon request by Agent
    
    (k) copies of purchase orders and
invoices for Inventory and Equipment
acquired by Parent or its
Subsidiaries,(l) a schedule showing unbilled
Accounts and/or accrued royalties of
Parent and its Subsidiaries, and(l) such other reports as to the
Collateral or the financial
condition of Parent and its
Subsidiaries, as Agent may
reasonably request.
 Schedule 5.2-1