(7)	Debt and Operating Leases

In April 2010, we issued $200,000 of Notes in order to finance the acquisition of AMICAS. The Notes were issued at 97.266% of the principal amount, bear interest at 11.75% of principal (payable on May 1st and November 1st of each year) and will mature on May 1, 2015. The Notes were offered in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. Subsequent to the issuance of the Notes, we completed an exchange offer to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the Notes, pursuant to which we exchanged the Notes for new Notes that were registered under the Securities Act of 1933 but otherwise identical in all material respects. In connection with the Notes, we incurred issuance costs of $9,015 (which are recorded in other assets on the consolidated balance sheet). These issuance costs are recorded as a long-term asset and amortized over the life of the Notes using the effective interest method.

In June 2011, we issued an additional $52,000 in Notes at 103.0% of the principal amount with terms identical to the existing Notes. The proceeds of these additional Notes were used to redeem and retire our Series A Preferred Stock and to pay associated dividends (as further discussed in Note 8). These additional Notes were offered in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. Prior to issuance, we received consents from the majority of holders of the existing Notes to amend the Indenture to allow us to incur the additional indebtedness. As consideration for the consents, we paid $1,528 in consent fees from the proceeds of the Notes. These fees are recorded as an issuance cost in long-term assets and will be amortized, along with the premium, over the remaining life of the Notes using the effective interest method. Subsequent to the issuance of the additional Notes, we completed an exchange offer to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the additional Notes, pursuant to which we exchanged the Notes for new Notes that were registered under the Securities Act of 1933 but otherwise identical in all material respects. We also incurred $1,686 in costs related to the issuance of the additional Notes that did not qualify for capitalization. These costs are recorded in other expense, net of our consolidated statement of operations in 2011.

In 2012, 2011 and 2010, we recorded $32,334, $29,135 and $17,308, respectively, of interest expense related to the Notes, including $2,049, $1,659 and $899, respectively, in amortization of debt issuance costs and $675, $733 and $546, respectively, in amortization of net debt discount. In 2012, 2011 and 2010, we made interest payments of $29,610, $25,723 and $11,946, respectively, related to the Notes. As of December 31, 2012 and 2011, the notes payable balances on our consolidated balance sheet included $1,954 and $2,629, respectively, of unamortized net discount related to the Notes. In 2011 we also repaid $4,591 in debt obligations which we assumed from an insignificant acquisition.

At any time on or prior to May 1, 2013, we may redeem any of the Notes at a price equal to 100% of the principal amount thereof plus an applicable "make-whole" premium plus accrued and unpaid interest, if any, to the redemption date. At any time and from time to time during the twelve month period commencing May 1, 2013, we may redeem the Notes, in whole or in part, at a redemption price equal to 105.875% of the principal amount thereof and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time after May 1, 2014, we may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof and accrued and unpaid interest, if any, to the redemption date. In addition, prior to May 1, 2013, we may redeem up to 35% of the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, using proceeds from permitted sales of certain kinds of our capital stock. Upon the occurrence of a change of control or the sale of substantially all of our assets, we may be required to repurchase some or all of the Notes. The obligations under the Notes are fully and unconditionally guaranteed (except for certain release provisions which are considered customary, which apply only to our subsidiaries), jointly and severally, on a senior, secured basis by all of our current and future domestic restricted subsidiaries. The Notes and guarantees are secured by a first-priority lien on certain collateral which comprises substantially all of our and the guarantors' tangible and intangible assets, subject to certain exceptions.

In addition, the Notes contain certain covenants with varying restriction levels, which may limit our ability to:

Incur additional indebtedness or issue preferred stock;
Pay dividends or make distributions with respect to capital stock;
Make certain investments or certain other restricted payments;
Issue dividends or enter into other payment restrictions affecting certain subsidiaries;
Enter into certain sale-leaseback transactions;
Enter into transactions with stockholders or affiliates;
Guarantee debt;
Sell assets;
Create liens;
Issue or sell stock of certain subsidiaries; and
Merge or consolidate without meeting certain conditions.

We have a $15.0 million lease line facility with interest at 7.4% through March 31, 2013. As of December 31, 2012, $0.9 million is outstanding and included in other current liabilities and $14.1 million is unused.

We have non-cancelable operating leases at various locations. Our five largest operating leases are all facility leases as set forth in the following table:

Location	Square Footage		Annual Lease Payments		End of Term
Chicago, Illinois		33,000	$	612	December 2013
Daytona Beach, Florida		36,000		332	December 2013
Hartland, Wisconsin		81,000		694	November 2025
Mississauga, Ontario		24,000		615	February 2020
Morrisville, North Carolina		17,000		258	September 2016

We entered into a sale-leaseback transaction for the Hartland facility on November 10, 2010, as allowed under the terms of the Notes. We received $6,124 in proceeds from the sale and recorded a gain on the sale of $227, which is being deferred and amortized into rent expense over the 15 year term of the lease.

Total rent expense in 2012, 2011 and 2010 was $3,351, $3,443, and $2,031, respectively. Future minimum lease payments under all non-cancelable operating leases as of December 31, 2012, are:

2013	$	3,186
2014		1,724
2015		1,756
2016		1,585
2017		1,350
Thereafter		6,915
Total minimum lease payments	$	16,516

Income received under non-cancelable sub-leases in 2012 is $227 and in 2013 will be $76. The above obligations include lease payments related to facilities that we have either ceased to use or abandoned as of December 31, 2012. The related obligations for such facilities have been recorded as restructuring related accruals in our consolidated balance sheet as of December 31, 2012.