EX-10.1






Exhibit 10.1




CONFORMED COPY




Amended and Restated Loan Agreement




     This Amended and Restated Loan Agreement (“Agreement”), dated as of April 28, 2009, is made
between Citigroup Global Markets Inc. (“CGMI”) and the undersigned, WebMD Health Corp. (“Client”),
to set forth the terms and conditions that will govern one or more extensions of credit (each, an
“Advance”) by CGMI to the Client. This Agreement amends and restates in its entirety that certain
Loan Agreement dated May 6, 2008 made by and between CGMI and the Client.


1.) Certain Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of
the terms defined):





	 	a.	 	“Account” shall mean Client’s account number [number omitted]
maintained with CGMI.
	 
	 	b.	 	“Applicable Law” means, with respect to any Person, all provisions of
all (i) constitutions, statutes, rules, regulations and orders of governmental
bodies, domestic or foreign, applicable to such Person, (ii) Governmental
Approvals applicable to such Person and (iii) orders, decisions, judgments and
decrees of all courts (whether at law or in equity or admiralty) and arbitrators
applicable to such Person.
	 
	 	c.	 	“Auction Rate Securities” means debt securities whose rate is reset
periodically, but no less often than every 90 days, pursuant to an auction.
	 
	 	d.	 	“Borrowing Base” means, at any date, 75% of the sum of (i) the
aggregate face amount of all Auction Rate Securities in the Account, (ii) any cash
in the Account in excess of amounts required to be retained pursuant to Section 4
in respect of interest and amounts either required to be applied to repayment of
the Loan Obligation or permitted to be withdrawn pursuant to Section 2(f), and
(iii) in respect of securities received in exchange for Auction Rate Securities
Collateral, the amount equal to the aggregate face amount of such Auction Rate
Securities Collateral exchanged minus the amount of any cash received in such
exchange.
	 
	 	e.	 	“Business Day” means any day on which the regular trading session on
the New York Stock Exchange is open.




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	 	f.	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.
	 
	 	g.	 	“ERISA Affiliate” of a Person or entity means any trade or business
(whether or not incorporated) that is a member of a group of which such Person or
entity is a member and that is under common control with such Person or entity
within the meaning of Section 414(b) or (c) of the Internal Revenue Code, and the
regulations promulgated and rulings issued thereunder, each as amended or modified
from time to time.
	 
	 	h.	 	“Governmental Approval” means any authorization, consent, approval,
license or exemption of, registration or filing with, or report or notice to, any
governmental body.
	 
	 	i.	 	“Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.
	 
	 	j.	 	“Lien” means any lien, security interest or other charge or
encumbrance of any kind, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property, provided, that any agreement to
sell in a sale expressly permitted hereunder shall not be deemed a Lien.
	 
	 	k.	 	“Market Value” means, at any time, the latest market closing price of
any security traded in a nationally recognized market, which for Auction Rate
Securities shall be the secondary market (if any) which CGMI has selected as its
source of market prices for client holdings in such Auction Rate Securities, and
in the absence of such a market, the market value determined by CGMI in good faith
in a manner consistent with past practice (subject to any modification thereto
determined in good faith by CGMI to be appropriate to reflect then current market
conditions and practices), and in any case consistent with the manner in which
CGMI is valuing such Auction Rate Securities for its own books and records, which
may include without limitation information consisting of relevant market data
supplied by third parties in respect of sales of Auction Rate Securities such as
rates, prices and volume or other relevant data, or such information from internal
sources as may be used by CGMI to value Auction Rate Securities (not including
non-public information regarding the issuer or borrower in respect of the security
in question). The parties hereto agree that the Market Value of the Auction Rate
Securities in the Account as of the date hereof is in excess of 75% of the face
amount thereof. CGMI has provided Client a valuation as of March 31, 2009 for
certain of the Auction Rate Securities in the Account, which reflects CGMI’s
current approach to estimating Market Value for those securities. Upon the
request of the Client, at any time that there has been a




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	 	 	 	determination by CGMI that the Market Value is below 75% of the face amount of the
Auction Rate Securities (or other securities) in the Account, and such Market Value
is not reported on the Client’s Account statements or the CGMI website or readily
available third party market price reporting, CGMI promptly shall provide the
Client with a description in reasonable detail (which may be comparable to that
provided in the April 30 valuation report referenced above) of the basis on which
it has determined the Market Value, including relevant comparable market data of
the type described above (it is agreed that provision of such information is not a
condition to determination of such Market Value or any sale of Collateral
hereunder, except, in either case, to the extent Section 9(c)(i) is applicable).
	 
	 	l.	 	“Material Adverse Effect” means a material adverse change in, or a
material adverse effect upon, (a) the legality, validity or enforceability of any
Transaction Document; (b) the availability or enforceability of the rights and
remedies of CGMI under any Transaction Document or (c) the creation, perfection or
priority of CGMI’s Lien on the Collateral.
	 
	 	m.	 	“MSSB” means Morgan Stanley Smith Barney LLC.
	 
	 	n.	 	“Multiemployer Plan” means any employee benefit plan as defined in
Section 4001(a)(3) of ERISA to which Client or any ERISA Affiliate makes or is
obligated to make contributions, or during the preceding five plan years, has made
or been obligated to make contributions.
	 
	 	o.	 	 “PBGC” means the Pension Benefit Guaranty Corporation (or any
successor).
	 
	 	p.	 	“Person” means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, corporate or other entity, or a government or any political subdivision
or agency thereof.
	 
	 	q.	 	“Plan” means any “employee benefit pension plan”, as such term is
defined in ERISA, that is subject to Title IV of ERISA (other than a Multiemployer
Plan) and to which Client, or any ERISA Affiliate, has liability, including any
liability by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA for any time within the preceding five years or by reason of
being deemed to be a contributing sponsor under Section 4069 of ERISA.




2.) Advances.





	 	a.	 	Subject to the terms and conditions of this Agreement, CGMI agrees to
make one or more Advances to the Client in an aggregate principal amount,
which shall not exceed $123,075,000 (as the same may be reduced pursuant
to Section 2(f) below, the “Loan Maximum”).




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	 	b.      The Client may obtain an Advance by: (i) requesting CGMI to wire transfer
Federal funds in the amount of the Advance to a bank account in the Client’s name
or (ii) by any other method agreed upon by CGMI and the Client.
	 
	 	c.      Subject to the terms and conditions of this Agreement, Client may request
Advances on not less than one (1) Business Day’s notice to CGMI from time to time
from the date of this Agreement to April 27, 2010 (the “Advance Termination Date”).
	 
	 	d.      Subject to Section 5, the Client agrees to pay, commencing on February 26, 2010,
the Loan Obligation or any part thereof upon demand by CGMI therefor. The Loan
Obligation or part thereof demanded to be repaid shall be due at the end of the
applicable Repayment Notice Period. In this Agreement, “Repayment Notice Period”
means the period beginning on the date CGMI demands repayment, and ending on the
earlier of (i) 60 days thereafter, and (ii) if any circumstances that would
constitute a default hereunder then exist (or come into existence during such
period), at the end of any grace or notice period applicable to such circumstances
as set forth in Section 9(a) (and in the event there is no grace or notice period
for such circumstances set forth in Section 9(a), immediately). (In the event of a
default, the provisions of Section 9 shall apply.) Upon consummation of the
exercise of the Option as provided in Section 22(b), any Repayment Notice Period
shall be terminated without the Loan Obligation becoming due. As used in this
Agreement, “Loan Obligation” means the total amount of any balance outstanding with
respect to all Advances, including any accrued but unpaid interest, as well as any
costs of collection and reasonable attorney’s fees and costs payable pursuant to
this Agreement. The Client may prepay the Loan Obligation in whole or in part
without penalty at any time.
	 
	 	e.      Subject to Section 5, if for any reason at any time (i) the Loan Obligation
exceeds the Loan Maximum or (ii) the Loan Obligation exceeds the Borrowing Base,
(either such excess, a “Shortfall”) Client shall immediately prepay Advances,
together with all accrued but unpaid interest thereon (or, in lieu thereof, deposit
cash to the Account as Collateral), in an aggregate amount sufficient to eliminate
such Shortfall (and in the event that the Client fails to make such prepayment,
CGMI shall be entitled to liquidate Collateral and apply the proceeds to repayment
of the Loan Obligation sufficient to make such prepayment).
	 
	 	f.      All cash proceeds from any liquidation (whether by sale, redemption, exchange or
otherwise) of Collateral pursuant to any provision of this Agreement shall be
applied in full immediately to repayment of the Loan Obligation (if any) and shall
permanently reduce the Loan Maximum (i) except in connection with sales pursuant to
Section 9(c)(iv), in the full amount of such proceeds, and (ii) in connection with




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	 	 	 	sales pursuant to Section 9(c)(iv), in the amount equal to the greater of (A) the
full amount of such proceeds and (B) 75% of the face amount of such Collateral.
The Client shall be entitled to remove from the Account the amount of any such cash
proceeds remaining after repayment in full of any Loan Obligation then outstanding,
and any such removed amount shall not constitute Collateral after such removal.




3.) Interest. CGMI shall charge the Client interest at the daily variable rate equal to
Open Federal Funds Rate plus 3.95% (the “Interest Rate”) on the aggregate principal amount of
Advances outstanding, if any. Such interest shall be computed in the same manner as that set
forth for securities margin accounts in the pamphlet prepared by CGMI entitled “Important New
Account Information” (hereafter referred to as “New Account Document”), which may be amended from
time to time and which amendment shall become binding upon written notice to the Client (provided,
that no such amendment shall change the Interest Rate without Client’s prior written consent). The
Client hereby acknowledges receipt of the New Account Document. Interest shall be payable monthly,
provided, that failure to pay interest during a Repayment Notice Period shall not
constitute a default hereunder until the end of such Repayment Notice Period (but interest unpaid
during such Repayment Notice Period shall be added to principal in accordance with this Section)).
If, after application of interest paid on the Collateral pursuant to Section 4, (i) a sufficient
amount of cash or money market fund shares is not available in the Account to pay the monthly
interest amount, and (ii) sufficient Collateral acceptable to CGMI is in the Account, the interest
due shall be added to the Client’s outstanding principal balance hereunder and thereafter interest
shall accrue on any such unpaid principal until paid in full. Client acknowledges and agrees that
any such interest added to principal may reduce the availability of future Advances or if creating
a Shortfall, require repayment and liquidation of Collateral.



4.) Collateral. As continuing security for the Loan Obligation, the Client hereby assigns,
grants and conveys to CGMI a first priority Lien and security interest in all cash, stocks, bonds,
and other securities and instruments now or hereafter in the Account, and all dividends, interest
and proceeds of such property, and any property substituted by the Client in accordance with this
Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted
without CGMI’s approval, upon such terms and conditions as may be prescribed by CGMI. The Client
agrees to take any action reasonably requested by CGMI to maintain and preserve CGMI’s first
priority Lien and security interest in the Collateral. Client hereby authorizes CGMI to prepare
and file Uniform Commercial Code financial statements without the signature of Client in respect of
the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the
following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the
Account shall be permitted until the Loan Obligation is paid in full and CGMI has no further
obligations under this Agreement. At any time prior to the Client first requesting an Advance
hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on
the Collateral and remains as cash in the Account. From the date of the first Advance until the
Loan Obligation has been repaid in full and CGMI has no further obligations under this Agreement,
all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid
interest on the


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Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and
any other portion of the Loan Obligation then due, and Client authorizes CGMI to make such
applications without any further approval or consent of Client required; provided, that,
upon request made to CGMI, Client shall be entitled to withdraw from the Account on or after the
15th day of each month (except to the extent that a Shortfall would result from such
withdrawal) the amount of such interest paid on the Collateral prior to the first day of such month
exceeding (x) any accrued but unpaid interest on the Loan Obligation (including the amount of any
interest added to principal pursuant to Section 3) plus (y) the amount of interest on the Loan
Obligation payable for the preceding month.



5.) Non-Recourse. CGMI shall not enforce the liabilities and obligations of the Client to
pay the Loan Obligation, or to pay, perform and observe any other obligation contained in this
Agreement (other than the Recourse Obligations), by any action or proceeding wherein a money
judgment shall be sought against the Client, or any subsidiary, shareholder, officer, director,
agent or employee of the Client (collectively, “Client Related Parties”). In all instances, the
Loan Obligation, and any other obligations (other than the Recourse Obligations), may only be
satisfied out of the Collateral, and upon the occurrence of a default hereunder, CGMI shall have no
recourse and may not seek to enforce the Loan Obligation, or any other liabilities or obligations
of the Client (other than the Recourse Obligations), against or with respect to any assets of the
Client , other than the Collateral, or any Client Related Parties. Notwithstanding the foregoing,
CGMI shall be entitled to recover from the Client (all of the following constituting the “Recourse
Obligations”) any amounts payable pursuant to Section 15 that (i) consist of any amounts payable by
Client pursuant to Section 8, (ii) result from any breach of the representations, warranties and
covenants set forth in Section 7 (which breach or breaches result in a Material Adverse Effect) or
from breach by the Client of the representations, warranties and agreements, as applicable, set
forth in 9(c) and Section 7(a)(iv), (iii) are in respect of any Third Party Claims, or (iv) result
from any Statutory Tax Liens on the Collateral.



6.) Conditions Precedent.





	 	a.	 	The effectiveness of this Agreement shall be subject to the prior
satisfaction of the following conditions:






	 	i.	 	CGMI shall have received this Agreement and all
other documents executed in connection herewith(together, the
“Transaction Document(s)”), duly executed and delivered by the Client;
and
	 
	 	ii.	 	CGMI shall have received an opinion of counsel to
Client addressed to CGMI, substantially in the form of Exhibit A
attached hereto.






	 	b.	 	CGMI’s obligation to make any Advance hereunder shall be subject to
the prior satisfaction of the following conditions:




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	 	i.	 	the representations and warranties of Client
contained in Section 7 and any other Transaction Document shall be true
and correct on and as of the date of such Advance immediately prior to
and after giving effect to such Advance;
	 
	 	ii.	 	no default under this Agreement shall exist or
would result from the making of such Advance;
	 
	 	iii.	 	after giving effect to such Advance, the Loan
Obligation shall not exceed the Loan Maximum or the Borrowing Base;
	 
	 	iv.	 	Client shall have completed, executed and
delivered to CGMI a Federal Reserve Board Form T-4 in respect of such
Advance;
	 
	 	v.	 	Client shall have provided to CGMI an officer’s
certificate confirming compliance with the foregoing conditions as of
the date of the request for Advance; and
	 
	 	vi.	 	CGMI shall have received a request for an Advance
in accordance with Section 2.




7.) Representations, Warranties and Covenants.





	 	a.	 	Client represents and warrants to CGMI, on the date of signing of
this Agreement and on the date each Advance is obtained hereunder, that:






	 	i.	 	Client is duly organized and validly existing
under the law of its jurisdiction of establishment, has full authority
to enter into this Agreement and the other Transaction Documents and to
perform its obligations hereunder and thereunder, respectively;
	 
	 	ii.	 	this Agreement and the other Transaction
Documents comply with all laws, rules and regulations applicable to
Client, except to the extent failure to so comply would not,
individually or in the aggregate, have a Material Adverse Effect;
	 
	 	iii.	 	each of this Agreement and the other Transaction
Documents have been duly authorized, executed and delivered by the
Client; each of this Agreement and the other Transaction Documents
constitutes a legal, valid and binding obligation of the Client,
enforceable against the Client in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency
and other laws affecting creditors’ rights generally and by general
principles of equity;
	 
	 	iv.	 	Client’s entry into this Agreement and each of
the other Transaction Documents and the consummation of the transactions
contemplated hereunder and thereunder are not restricted by and




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	 	 	 	would not result in a material breach or default under any material
agreement to which it is a party or by which its assets are bound;
	 
	 	v.	 	as of the date of this Agreement, there are no
actions, suits, proceedings, claims, charges, demands or disputes
pending or threatened in writing, at law, in equity, in arbitration or
by or before any governmental authority, by or against the Client or any
of its affiliates or employees that (A) purport to affect or pertain to
this Agreement or any Transaction Document, or any of the transactions
contemplated hereby, or (B) either individually or in the aggregate, if
determined adversely, would have a Material Adverse Effect; and as of
the date of each Advance, there are no actions, suits, proceedings,
claims, charges, demands or disputes pending or threatened in writing,
at law, in equity, in arbitration or by or before any governmental
authority, by or against the Client or any of its affiliates or
employees that (A) purport to affect or pertain to this Agreement or any
Transaction Document, or any of the transactions contemplated hereby,
and (B) either individually or in the aggregate, if determined
adversely, would have a Material Adverse Effect;
	 
	 	vi.	 	Client is in compliance with Applicable Law,
except to the extent any such failure to be in such compliance would
not, individually or in the aggregate, have a Material Adverse Effect;
	 
	 	vii.	 	Client is the sole owner of the Collateral, this
Agreement creates a valid first priority security interest in the
Collateral (assuming CGMI does not have notice from third parties of any
adverse claims on the Collateral) and upon the filing of financing
statements, all filings and other actions necessary to perfect such
security interest will have been taken, and the Collateral is not
subject to any Lien other than CGMI’s Lien and security interest, other
than statutory Liens for taxes not yet due and payable or that are being
contested in good faith and for which adequate reserves have been
recorded on Client’s financial statements (“Statutory Tax Liens”);
	 
	 	viii.	 	while any Loan Obligation is outstanding, Client
will not pledge the Collateral or grant a security interest in the
Collateral to a third party, or permit the Collateral to be sold or
transferred (except as expressly provided in this Agreement), or become
subject to any Lien other than as provided above;
	 
	 	ix.	 	no Governmental Approval, or approval, consent,
exemption, authorization, or other action by, or notice to, or filing
with, any other Person is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the




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	 	 	 	Client of this Agreement or any other Transaction Document, except to the
extent any such failure to obtain any such approval, consent, exemption or
authorization, or to take any such other action or make any such notice or
filing would not, individually or in the aggregate, have a Material
Adverse Effect; and except for the filing of Uniform Commercial Code
financing statements;
	 
	 	x.	 	Client is not an “investment company” required to
be registered as such under the Investment Company Act of 1940, as
amended, within the meaning of such act. Neither the making of any
Advance, the application of the proceeds or repayment thereof by Client
nor the consummation of the other transactions contemplated hereby will
violate any provision of such act or any rule, regulation or order of
the Securities and Exchange Commission binding on or applicable to
Client thereunder, except to the extent any such violation would not,
individually or in the aggregate, have a Material Adverse Effect;
	 
	 	xi.	 	there is no circumstance which may give rise to a
liability in relation to any Plan or Multiemployer Plan that would have
a Material Adverse Effect;
	 
	 	xii.	 	in respect of any Advance, no default hereunder
exists at the time of making such Advance or would result from the
making of such Advance; and
	 
	 	xiii.	 	the Client will be deemed to repeat these
representations each time an Advance is obtained hereunder.






	 	b.	 	Client covenants and agrees with CGMI as follows, from the date
hereof until the Loan Obligation has been indefeasibly paid in full and CGMI has
no obligation to make further Advances:






	 	i.	 	unless otherwise directed by CGMI, Client will
offer for sale each Auction Rate Security constituting Collateral (and
any security in the Account received in exchange for such an Auction
Rate Security) (A) at each applicable auction on an applicable interest
reset date for such security and (B) in any other manner of sale
available, in the case of either (A) or (B), at a price at least equal
to the face amount of such Auction Rate Security (plus accrued interest
thereon (if any), in the event that the applicable issuer is not
obligated to pay such amount to Client). Client authorizes CGMI to
effect such offers and sales on Client’s behalf;
	 
	 	ii.	 	Client will preserve and maintain its corporate
existence and all material rights, qualify and remain qualified in each
jurisdiction in which such qualification is required and preserve, renew
and




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	 	 	 	maintain in full force and effect all rights, privileges and franchises
except where failure to do so would not result in a Material Adverse
Effect;
	 
	 	iii.	 	Client will comply with Applicable Law, except
where the failure to so comply would not, individually or in the
aggregate, have a Material Adverse Effect;
	 
	 	iv.	 	Client shall pay and discharge before the same
shall become delinquent all taxes, assessments and governmental charges
or levies imposed upon it or upon its property that may result in a Lien
upon it or upon its property; provided, however, that
Client shall not be required to pay or discharge any such tax,
assessment, charge or levy that is being contested in good faith and by
proper proceedings and as to which adequate reserves are being
maintained in accordance with generally accepted accounting principles,
unless and until any Lien resulting therefrom attaches to the Account or
any of the Collateral and becomes enforceable against creditors;
	 
	 	v.	 	Client will maintain the Account with CGMI;
	 
	 	vi.	 	in the event that any exchange offer is made for
any of the securities constituting Collateral, Client shall notify CGMI
promptly of such exchange offer and Client shall accept such exchange
offer if requested to do so by CGMI (which request CGMI may make if, in
CGMI’s good faith judgment, accepting such exchange is in its best
interest of protecting the value of the Collateral, and, if the offeror
in the exchange offer is CGMI or one of its affiliates, then CGMI will
provide Client at least five (5) Business Days notice of CGMI’s
intentions as to acceptance of such offer, and, should Client request,
engage in a good faith discussions with Client regarding CGMI’s
rationale therefor), and Client authorizes and instructs CGMI to execute
such acceptance and exchange; all non-cash proceeds (securities or
otherwise) shall be deposited in the Account, and shall constitute
additional Collateral, and all cash proceeds shall be applied in
accordance with Section 2(f);
	 
	 	vii.	 	Client will not create or suffer to exist any
Lien on or with respect to any of the Collateral, whether now owned or
hereafter acquired, or assign any right to receive income, other than
the Lien created under this Agreement and Statutory Tax Liens;
	 
	 	viii.	 	Client shall use the proceeds of the Advances
for general working capital purposes or other lawful business purposes
not constituting “purpose credit” as defined in Regulation T issued by
the Federal




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	 	 	 	Reserve Board; Client shall not, directly or indirectly use the proceeds
of the Advances to buy, trade or carry any securities (other than for the
purpose of purchasing and immediately retiring convertible bonds or shares
of common stock issued by Client) or to refinance any indebtedness
originally incurred for such purpose; and
	 
	 	ix.	 	Upon the Client or any of its officers or
directors obtaining knowledge thereof, Client shall promptly notify CGMI
of (A) the occurrence of any default, or event which, with the giving of
notice or the passage of time, or both, would constitute a default, (B)
any actual or threatened “Adverse Claim” against any of the Collateral
within the meaning of Section 8-102(a)(1) of the Uniform Commercial Code
in effect in the State of New York, or (C) any matter that has resulted
in or could reasonably be expected to result in a Material Adverse
Effect.




8.) No Set-off or Withholding; Taxes. All payments by the Client to CGMI hereunder shall
be made to CGMI in full without condition or reduction for any counterclaim, defense, recoupment or
setoff and, except as required by law, free and clear of and exempt from, and without deduction or
withholding for or on account of, any present or future taxes, levies, imposts, duties or charges
of whatsoever nature imposed by any government outside the United States or any political
subdivision or taxing authority thereof (“Taxes”). If the Client shall be required by any law to
deduct or withhold for any taxes (other than taxes imposed on CGMI’s income, and franchise taxes
imposed on CGMI, by the jurisdiction under the laws of which CGMI is organized or any political
subdivision thereof (“Excluded Taxes”)) from any such payments, the Client shall increase the
amount of such payment by an amount such that CGMI receives an amount equal to the sum it would
have received had no such deduction or withholding been made. In addition, the Client will
indemnify CGMI for the full amount of any Taxes other than Excluded Taxes and any liability
resulting therefrom regardless of whether such Taxes were correctly or legally imposed.



9.) Default; Remedies; Market Value Sales.





	 	a.	 	Any of the following events that occurs while any Advance (and
accrued interest, if any) is outstanding will be considered a “default” by the
Client under this Agreement:






	 	i.	 	any representation or warranty hereunder by the
Client is incorrect in any material respect or the Client fails to
comply with Section 7(b)(viii);
	 
	 	ii.	 	the Client fails to pay any interest within five
(5) Business Days after written notice from CGMI that such interest is
overdue, to make any payment when required by Section 2(e) (unless
Collateral is liquidated and such payment made as provided in




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	 	 	 	Section 2(e)), or to pay the Loan Obligation or any portion thereof upon
demand by CGMI pursuant to and as required by Section 2(d);
	 
	 	iii.	 	the Client fails to perform any of its
obligations hereunder (not otherwise referenced in clauses (i) and (ii)
of this Section 9(a)) and such failure is not remedied by the Client
within ten (10) Business Days after receipt of written notice by CGMI
of such failure;
	 
	 	iv.	 	Client shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against Client
seeking to adjudicate it bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief,
or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry
of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the
actions sought in such proceeding (including, without limitation, the
entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Client shall take
any corporate action to authorize any of the actions set forth above in
this subsection (iv); or
	 
	 	v.	 	at any time when (A) this Agreement or any other
Transaction Document shall cease to be in full force and effect, (B)
this Agreement shall cease to give CGMI the Liens, the material rights,
powers and privileges purported to be created thereby, or the Lien on
any of the Collateral, in favor of CGMI shall fail or cease to be
perfected and prior to the rights of all third Persons (except for
Statutory Tax Liens), except to the extent any such failure or cessation
results from (x) the failure of CGMI to file an initial Uniform
Commercial Code financing statement or a continuation statement in
respect thereof as required by the applicable Uniform Commercial Code or
(y) relinquishment of control (within the meaning of the Uniform
Commercial Code) by CGMI of any Collateral (including the Account) in
respect of which a security interest therein may be perfected, or the
priority of any such security interest enhanced, by control (other than,
in the case of clause (x) or (y) to the extent that such loss of
perfection or priority arises, directly or indirectly, as a result of
any voluntary action by the Client); or




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	 	vi.	 	any government agency with appropriate authority
determines that Client or any ERISA Affiliate has a liability in
relation to any Plan that would have a Material Adverse Effect or Client
or any ERISA Affiliate has any liability in relation to any
Multiemployer Plan that would have a Material Adverse Effect.






	 	b.	 	In the event a default occurs prior to the date upon which the Loan
Obligation may be demanded for payment pursuant to Section 2(d), and Client has
failed to cure such default after any required notice and permitted cure period,
CGMI is authorized, in its sole discretion, to take one or more of the following
actions: (w) declare the Loan Obligation to be immediately due and payable by the
Client to CGMI; (x) reduce the Loan Maximum to a level determined by CGMI, (y)
liquidate, withdraw or sell Collateral and apply it to the Loan Obligation, and
(z) terminate the Client’s borrowing privileges hereunder. In the event CGMI
makes a demand for repayment of the Loan Obligation pursuant to Section 2(d) which
is not met by the end of any applicable Repayment Notice Period or a default
occurs prior to the end of such Repayment Notice Period and Client has failed to
cure such default after any required notice and permitted cure period, the Loan
Obligation shall be deemed due and CGMI shall be authorized, in its sole
discretion, to take the actions described in clauses (x),(y) and (z) in this
Section 9(b). All of the foregoing actions may be done without any further notice
to, or demand upon, the Client (subject to the expiration of any applicable
Repayment Notice Period). Any sale of Collateral may be made in CGMI’s sole
discretion on the exchange or market where such business is then usually
transacted, at public auction or private sale (including, in the absence of a
recognized market for the Collateral, a private sale to CGMI or an affiliate of
CGMI at a valuation determined by CGMI in good faith). In addition to CGMI’s
rights under this Agreement, CGMI shall have the right to exercise any one or more
of the rights and remedies of a secured creditor under the New York Uniform
Commercial Code then in effect. All rights and remedies under this Agreement are
cumulative and are in addition to all other rights and remedies that CGMI may have
at law or equity. Notwithstanding the foregoing and to the extent permitted by
law, the Client expressly waives compliance with the provisions of Section 202 of
the New York Lien Law.
	 
	 	c.	 	Without limitation of the foregoing provisions of this Section:






	 	i.	 	CGMI shall be entitled to liquidate all or any
portion of the Collateral (A) at any time prior to the making of the
first Advance hereunder, when the aggregate Market Value of all of the
Collateral is less than 70% of the aggregate face amount of the
Collateral, provided that CGMI shall have given Client ten (10) Business
Days prior notice of such aggregate Market Value, and (B) at any time
after the making of the first Advance hereunder,




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	 	 	 	when the aggregate Market Value of all of the Collateral is less than 75%
of the aggregate face amount of the Collateral, provided, that CGMI shall
have given Client five (5) Business Days prior notice of such aggregate
Market Value, which notice shall (in the case of each of (A) and (B)
above) include the information required by the penultimate sentence of the
definition of “Market Value” in Section 1(k) as if Client has made a
request pursuant thereto.
	 
	 	ii.	 	CGMI shall be entitled to liquidate all, but not
less than all, of the Collateral at any time after the making of the
first Advance hereunder if CGMI can sell all, but not less than all, of
the Collateral (other than cash) at a price equal to or greater than 90%
of the face amount of such Collateral, provided that CGMI shall have
given Client notice of such sale not later than five (5) Business Days
prior to such sale.
	 
	 	iii.	 	In the event that the Market Value of any Auction
Rate Security (or other security) included in the Collateral is greater
than 75% of the face amount of such Auction Rate Security (or other
security), and a nationally recognized market for such Auction Rate
Security (or other security) then exists with sufficient volume and
liquidity to enable a sale of such Auction Rate Security (or other
security), Client shall be entitled to instruct CGMI to sell such
Auction Rate Security (or other security) into such market, and CGMI
shall as soon as is reasonably practicable after receiving such
instructions in writing sell such Collateral into such market as
instructed by Client, provided that CGMI shall not be required to
prioritize Client’s sale over that of any other CGMI client or account
unless required by Applicable Law. In no event shall Client be entitled
to instruct CGMI after the making of the first Advance hereunder to sell
any Auction Rate Security (or other security) the Market Value of which
is less than 75% of the face amount of such Auction Rate Security (or
other security) without CGMI’s prior written consent.
	 
	 	iv.	 	Prior to the making of the first Advance
hereunder, the Client shall be entitled to instruct CGMI to sell all or
any part of the Collateral at any price, and CGMI shall as soon as is
reasonably practicable after receiving such instructions in writing sell
such Collateral as instructed by the Client, provided, that (A)
a secondary market exists at such time with sufficient liquidity and
volume to enable such sale, and (B) CGMI shall not be required to
prioritize Client’s sale over that of any other CGMI client or account
unless required by Applicable Law.
	 
	 	v.	 	In the event that Client identifies an
opportunity to sell an Auction Rate Security from the Account other than
pursuant to Section




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	 	 	 	9(c)(iii) or 9(c)(iv) above, Client may notify CGMI, and CGMI will
undertake commercially reasonable efforts to assist Client in executing
such sale, provided that (x) the sale price is not less than 75% of the
face amount of such Auction Rate Security and not less than the Market
Value of such Auction Rate Security, (y) Client first offers CGMI the
opportunity (to which CGMI will respond on a timely basis) to effect the
purchase at the proposed price for CGMI’s own account, as applicable, and
(z) CGMI is satisfied that all proceeds of the sale will be received into
the Account against delivery of such Auction Rate Security and be applied
as set forth in Section 2(f).
	 
	 	vi.	 	All proceeds from any sales under this Section
shall be applied in accordance with Section 2(f).




10.) Limitation of Liability. CGMI shall not be liable to the Client for:





	 	a.	 	any loss, damage or expense caused directly or indirectly by circumstances that
are not within CGMI’s reasonable control, including government restrictions,
exchange or market rulings, suspension of trading, disruptions in credit markets or
liquidity therein (including markets relating to Auction Rate Securities or other
Collateral), war, strikes or other conditions commonly known as “Acts of God”, or
	 
	 	b.	 	any consequential, incidental, indirect, punitive or special damages, even if
such damages are reasonably foreseeable. The specific reference and intent herein
to consequential, incidental, indirect or special damages is to exclude “lost
opportunity” actions and events as a measure of recoverable damages.




11.) Governing Law. This Agreement will be governed by, and construed in accordance with,
the laws of the State of New York, without regard to the conflict of laws rules of such State which
would require the application of the laws of another jurisdiction.



12.) Assignment. This Agreement may not be assigned by the Client without CGMI’s prior
written consent, and shall be binding upon the Client’s heirs, executors, administrators,
successors and permitted assigns (whichever is applicable). CGMI may assign this Agreement to any
of its affiliates domiciled in any jurisdiction within the United States, including without
limitation MSSB, without the Client’s consent or prior notice to the Client. This Agreement shall
inure to the benefit of and be binding upon each party’s successors and permitted assigns (whether
by merger, consolidation or otherwise). If requested by CGMI, Client will take such steps
(including entering into an appropriate account control agreement) as CGMI shall reasonably request
to preserve CGMI’s assignee’s first priority perfected lien on the Collateral. The parties hereto
acknowledge that CGMI intends to contribute its Smith Barney Division to MSSB and the parties
hereto agree that functions of CGMI performed by its Smith Barney Division


15









 






as of the date hereof, such as valuations and publications (but not the extension of credit, unless
this Agreement is assigned to MSSB), may be performed by MSSB after such contribution occurs.



13.) Amendments; Waivers; Severability. No amendment, modification or waiver of any
provision of this Agreement or consent hereunder shall be effective unless set forth in writing and
signed by the parties hereto, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. If any provision of this Agreement
is held to be invalid, illegal or unenforceable by reason of any law, rule, administrative order or
judicial decision, such determination shall not affect the validity of the remaining provisions of
this Agreement.



14.) Entire Agreement. This Agreement (including all exhibits) and the other Transaction
Documents reflect the entire agreement between CGMI and the Client concerning Advances and the Loan
Obligation and supersedes any other agreement, promise, representation or undertaking, whether
written or oral, concerning the Advances and the Loan Obligation. In the event of a conflict
between the provisions of this Agreement and the provisions of any other agreement between the
Client and CGMI, this Agreement will govern.



15.) Indemnity. Without the necessity of a judicial determination, and whether or not
litigation occurs, the Client hereby agrees to indemnify and hold harmless CGMI and its directors,
officers, employees, agents and affiliates from any and all claims (whether or not meritorious),
liabilities, judgments, damages, losses, costs and expenses of any nature whatsoever (including
reasonable attorneys’ fees and expenses) (a) in any way related to, or arising out of or in
connection with claims by any party other than Client, CGMI or their respective directors,
officers, employees, agents or affiliates (“Third Party Claims”) relating to this Agreement,
including without limitation the Client’s failure to comply with its obligations hereunder, (b)
arising out of or resulting from any action taken or omitted by CGMI at the Client’s request, or
any material untruth or inaccuracy of any of the Client’s representations and warranties in this
Agreement or the matters referred to in the last sentence of Section 5, or (c) arising out of or
resulting from any Statutory Tax Lien on the Collateral, but not including (in the case of either
(a), (b) or (c) of this Section 15) any claims (whether or not meritorious), liabilities,
judgments, damages, losses, costs and expenses based on CGMI’s gross negligence or willful
misconduct. This indemnification shall survive the termination of this Agreement and the payment
of the Loan Obligation.



16.) Expenses. The Client agrees to pay or reimburse CGMI for all costs and expenses
(including legal fees and expenses) incurred to enforce or preserve any rights or remedies under
this Agreement or the other Transaction Documents (including all such costs and expenses incurred
during any “workout” or restructuring in respect of the Loan Obligation and during any legal
proceeding, including any proceeding under any bankruptcy or insolvency law). All such amounts
shall be payable within ten Business Days after demand therefor.




16









 







17.) No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and the indemnitees under Section 15) any legal or equitable right, remedy
or claim under or by reason of this Agreement.



18.) Illegality. If CGMI determines that any law has made it unlawful, or that any
governmental authority has asserted that it is unlawful, for CGMI to make, maintain or fund
Advances, or to determine or charge interest rates based upon the Interest Rate, (i) CGMI shall
have no obligation to make Advances hereunder from and after the date of such determination, and
(ii) CGMI shall negotiate in good faith with the Client to restructure the Loan Obligation and this
Agreement in a manner that avoids such consequence, and if such negotiations do not result in such
a restructuring, CGMI shall have the right to declare CGMI’s obligation to make or allow to remain
outstanding Advances to be terminated (and such obligation shall be terminated upon such
declaration), and Client shall, upon demand from CGMI, prepay the aggregate principal amount of all
outstanding Advances, together with accrued but unpaid interest thereon and all other fees and
other amounts payable hereunder constituting the Loan Obligation. To CGMI’s actual knowledge,
there is no law, rule, regulation, order or assertion by any governmental authority having
jurisdiction over CGMI that it is unlawful for CGMI to make, maintain or fund Advances, or to
determine or charge interest rates based upon the Interest Rate.



19.) Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Transaction Document, the interest paid or agreed to be paid under the Transaction Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum
Rate”). If CGMI shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Advances or, if it exceeds such unpaid principal,
refunded to the Client. In determining whether the interest contracted for, charged or received by
CGMI exceeds the Maximum Rate, CGMI may, to the extent permitted by applicable law, (i)
characterize any payment that is not principal as an expense, fee or premium rather than interest,
(ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term
of the Loan Obligation hereunder.



20.) Survival. Notwithstanding any provision to the contrary, (i) all representations and
warranties made hereunder and in any other Transaction Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof and (ii) the provisions of Section 15 and the provisions of Section 5
relating to Section 15 shall survive any termination of this Agreement.



21.) Notices. Notices delivered under this Agreement by CGMI shall be delivered solely in
writing to Client either by Federal Express or other confirmed delivery service at 111 Eighth
Avenue, New York, New York 10011, Attention: General Counsel, or by facsimile to Client at (212)
624-3773, Attention: General Counsel. Notices delivered under this Agreement by Client shall be
delivered solely in writing to CGMI either by


17









 






Federal Express or other confirmed delivery service at Citi Smith Barney, 485 Lexington Avenue,
11th Floor, New York, New York 10017 Attention: Stuart Weiss, Credit Department, or by
facsimile to CGMI at (212) 783-2804 Attention: Stuart Weiss, Credit Department. Notices delivered
hereunder shall be deemed delivered upon delivery service confirmation or automated facsimile
confirmation. Either party may change its notice information set forth above by notice to the
other party in accordance with this Section 21.



22.) Termination or Release.





	 	a.	 	This Agreement and the security interests granted hereby shall
terminate when all of the Loan Obligation has been paid in full and CGMI has no
further commitment hereunder to make any Advances. Upon any sale or other
transfer by the Client or CGMI of Collateral that is expressly permitted
hereunder, or, upon the effectiveness of any written consent by CGMI to the
release of the security interest granted hereby in any Collateral, the security
interest in such Collateral shall be automatically released. In connection with
the termination of this Agreement pursuant to this Section, CGMI shall, upon
request by Client, promptly execute and deliver to the Client, at the Client’s
expense, all Uniform Commercial Code termination statements and similar documents
that the Client shall reasonably request to evidence such termination or release.
	 
	 	b.	 	Subject to the terms and conditions set forth in this Section, Client
shall have the option (the “Option”), exercisable at any time on or prior to the
Advance Termination Date by written notice to CGMI (the “Option Notice”), to sell
to CGMI, and CGMI shall upon receipt of the Option Notice, be required to
purchase, all, but not less than all, of the Collateral at a purchase price (the
“Purchase Price”) equal to the lesser of (x) 75% of the face amount of the
Collateral and (y) the current Loan Maximum (as the Loan Maximum may have been
reduced pursuant to Section 2(f)). The Purchase Price shall be paid in the
following manner: first, by applying the Purchase Price to payment of the full
amount of the then outstanding Loan Obligation, and then any remaining balance of
the Purchase Price, in cash to Client. The Option Notice shall state the date
(the “Exercise Date”) upon which the exercise of the Option is to be consummated,
which shall not be prior to one Business Day after the date of delivery of the
Option Notice to CGMI nor after the Advance Termination Date. Client shall be
entitled to exercise the Option only if (i) all interest accrued through the
Exercise Date of the Option but unpaid (including the amount of any interest that
has been added to principal as provided herein) has been paid in full as of the
Exercise Date (ii) there exists no default described in Section 9(a)(iv), and
(iii) all of the Collateral is free and clear of, and unencumbered by, any Lien
(other than the Lien granted to CGMI hereunder and Statutory Tax Liens). Upon
such payment of the Purchase Price, title to and ownership of all of the
Collateral shall automatically and without any further action required, transfer
from Client to CGMI, and this




18









 






	 	 	 	Agreement shall be terminated, provided, that in the event there does exist any
other Lien on the Collateral, or in any applicable proceeding or for any reason the
exercise of the Option is invalidated, unwound or reversed, this Agreement and the
Loan Obligation shall be reinstated as if the Option had never been exercised and
Client shall return to CGMI any cash proceeds of the exercise of the Option.
	 
	 	c.	 	At any time prior to the making of the first Advance hereunder,
Client may by notice to CGMI terminate this Agreement and all obligations of CGMI
to make Advances hereunder, upon which this Agreement shall be terminated in
accordance with Section 22(a) above.





23.) Jurisdiction; Waivers.





	 	a.	 	Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any New
York State court or federal court of the United States sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by
law, in such federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by
law. Each party agrees that process may be served on it in the manner provided
for notices in Section 21.
	 
	 	b.	 	Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any New York State or federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.
	 
	 	c.	 	Waiver of Jury Trial. Each of the Client and CGMI hereby
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or the actions of CGMI in the negotiation,
administration, performance or enforcement thereof.





[Signature Page Follows]




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BY SIGNING BELOW, THE CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.



This Loan Agreement may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of which, when so executed and delivered, shall be an original, but
all such counterparts shall constitute one and the same instrument.




	 	 	 	 	 
	WEBMD HEALTH CORP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas W. Wamsley	 	 
	Name:

	 	 

Douglas W. Wamsley
	 	 
	Title:

	 	Executive Vice President and	 	 
	 

	 	General Counsel	 	 
	Account Number: [number omitted]
	 	 
	 
	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stuart N. Weiss	 	 
	Name:

	 	 

Stuart N. Weiss
	 	 
	Title:

	 	Managing Director	 	 







20