ex10-1.htm


    Exhibit
      10.1

     

    EXECUTION
      COPY

    NINTH
      AMENDMENT TO CREDIT AGREEMENT

     

    THIS NINTH
      AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated December
      14, 2007, is made and entered into on the terms and conditions hereinafter
      set
      forth, by and among I-TRAX, INC., a Delaware corporation (the
      "Borrower"), the Subsidiaries of the Borrower who are parties to the
      Credit Agreement (as hereinafter defined) as guarantors (the
      "Guarantors"), the several lenders who are parties to the Credit
      Agreement as lenders (the "Lenders"), and BANK OF AMERICA, N.A., a
      national banking association ("Bank of America"), as administrative agent
      for the Lenders and the Issuing Bank (in such capacity, the "Administrative
      Agent") and as Issuing Bank.

    


    


    RECITALS:

    


    1.           Pursuant
      to a Credit Agreement dated as of March 19, 2004, among the Borrower, the
      Guarantors, the Lenders and Bank of America, as Administrative Agent and as
      Issuing Bank, as heretofore amended by a First Amendment to Credit Agreement
      dated June 1, 2004, a Second Amendment to Credit Agreement dated
      July 1, 2004, a Third Amendment to Credit Agreement dated August 12,
      2004, a Fourth Amendment to Credit Agreement dated October 27, 2004, a
      Fifth Amendment to Credit Agreement dated March 31, 2005, a Sixth Amendment
      to Credit Agreement dated June 29, 2005, a Seventh Amendment to Credit
      Agreement dated May 4, 2006 and an Eighth Amendment to Credit Agreement
      dated June 29, 2007, among the Borrower, the Guarantors, the Lenders and Bank
      of
      America, as Administrative Agent and as Issuing Bank (as the same heretofore
      has
      been or hereafter may be further amended, restated, supplemented, extended,
      renewed, replaced or otherwise modified from time to time, the "Credit
      Agreement"), the Lenders agreed to make Loans to the Borrower and to
      purchase participations in Letters of Credit issued for the account of the
      Borrower, and the Issuing Bank agreed to issue such Letters of Credit, all
      as
      more specifically described in the Credit Agreement.

    


    2.           The
      parties hereto desire to amend the Credit Agreement in certain respects as
      more
      particularly hereinafter set forth.

    


    


    AGREEMENTS:

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and sufficiency of all
      of
      which are hereby acknowledged, the parties hereto agree as follows:

    


    1.  Amendment
      of Section 1.1.  Section 1.1 of the
      Credit Agreement is hereby amended by inserting the following new definitions
      in
      the appropriate locations according to alphabetical order, or by amending and
      restating existing definitions to read as indicated, as applicable:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    "Fixed
      Charge Coverage Ratio"  shall mean, for the Borrower and its
      Subsidiaries on a consolidated basis, calculated as of any date of determination
      for the Last Four Fiscal Quarters, the ratio of (a) EBITDAR, less
      the Maintenance Capital Expenditure Adjustment, less income, value-added
      and similar tax expenses paid in cash, to (b) the sum of the portion of
      Interest Expense that was paid in cash or its equivalent during such period,
      plus current maturities of term Indebtedness (other than the Indebtedness
      evidenced by the Term Note which was paid during such period in 2008),
plus beginning April 1, 2008 and on the first day of each succeeding
      July, October, January and April thereafter, an amount equal to $312,500,
      representing the reduction in the Swingline Commitment as required pursuant
      to
Seciton 2.4.1.(a) until the Swingline Commitment is reduced to $0.00,
plus Rent Expense; provided, however, that adjustments to
      noncash stock-based compensation expense required by GAAP in connection with
      changes in the Borrower's stock price shall be disregarded for purposes of
      calculating this ratio.

    


    "Ninth
      Amendment Coverage Ratio" shall mean the Ninth Amendment to Credit Agreement
      dated December __, 2007, among the Borrower, the Guarantors, the Lenders and
      Bank of America, as Administrative Agent and as Issuing Bank.

    


    "Pro
      Forma Effect" shall mean, in making any calculation of the Funded
      Indebtedness to EBITDA Ratio for purposes of Section 2.15 or any
      calculation hereunder necessary to determine whether the Borrower is in
      compliance with Section 10.1.4 or whether a Default would result
      from any Asset Acquisition, (1) any Disposition of any asset(s) of the
      Borrower or any of the other Credit Parties made during the twelve (12) month
      period ending on and including the date of determination, other than a
      Disposition permitted by subsections 9.3(a), (b) or
(d), and any corresponding repayment or incurrence of
      Indebtedness, shall
      be assumed to have occurred on the first day of such period, (2) any Asset
      Acquisition made during the twelve (12) month period ending on and including
      the
      date of determination, and any corresponding repayment or incurrence of
      Indebtedness, shall be assumed to have occurred on the first day of such period,
      and (3) any deduction from Consolidated Net Income for the non-recurring
      compensation expense for a former employee paid in connection with the
      ProFitness Acquisition during the period of determination (which is in an
      aggregate amount that shall not exceed $50,000) be added back to EBITDA;
provided that the Administrative Agent has been furnished with annual
      audited financial statements or interim financial statements regarding such
      Asset Acquisition that are in sufficient detail to provide a basis for
      determining the Pro Forma Effect thereof and that otherwise are in form and
      substance and prepared by Persons satisfactory to the Administrative
      Agent.

    


    "ProFitness"
      shall mean Pro Fitness Health Solutions, LLC,  a New York limited
      liability company.

    


    "ProFitness
      Acquisition" shall mean the acquisition by Borrower of 100% of the
      membership interests in ProFitness pursuant to the ProFitness Acquisition
      Agreement.

    


    
      
         

      

      
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    "ProFitness
      Acquisition Agreement" shall mean that certain Member Interest Purchase
      Agreement dated November 27, 2007, by and among Borrower, ProFitness and Minute
      Men, Incorporated.

    


    "Term
      Loan Commitments" shall mean, at any time, the commitment of all the
      Lenders, collectively, to make Term Loans to the Borrower pursuant to the
      provisions of Section 2.2, and the "Term Loan Commitment" of
      any Lender at any time shall mean an amount equal to such Lender's Percentage
      multiplied by the then effective aggregate Term Loan Commitments.  The
      Term Loan Commitments are in the aggregate amount set forth in
Section 2.1.

    


    "Term
      Loan Facility" shall mean the term loan facility provided by the Lenders
      pursuant to the Term Loan Commitments as more particularly set forth in
Section 2.2.

    


    "Term
      Loan Maturity Date" shall mean September 30, 2008.

    


    "Term
      Loans" shall mean the loans made to the Borrower by the Lenders pursuant to
      the provisions of Section 2.2.

    


    "Term
      Notes" shall mean the promissory notes, substantially in the form of
Exhibit 2.10A, executed by the Borrower in favor of the Lenders,
      evidencing the indebtedness of the Borrower to the Lenders in connection with
      the Term Loans.

    


    2.  Amendment
      of Section 2.1.1.  Section 2.1.1 of
      the Credit Agreement is hereby amended to read as follows:

    


    2.1.1               Amounts
      of Commitments.  Subject to reduction as provided
      herein:

    


    (a)  The
      aggregate amount of the Commitments shall be $20,000,000.

    


    (b)  The
      aggregate amount of the Term Loan Commitments shall be $3,000,000.

    


    (c)  The
      aggregate amount of the Revolving Credit Commitments at any time shall be
      $17,000,000 less the aggregate amount of Letter of Credit Liabilities
      outstanding at such time.

    


    (d)  The
      aggregate amount of the Letter of Credit Commitments at any time shall be an
      amount equal to the lesser of: (1) the aggregate amount of the Revolving
      Credit Commitments in effect at such time less the aggregate amount of
      Revolving Loans outstanding at such time, and (2) $3,000,000.

    


    3.  Amendment
      of Section 2.2.1.  Section 2.2.1 of the Credit Agreement
      is hereby amended to read as follows:

    


    
      
         

      

      
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    2.2.1            Commitment
      to Make Term Loans.  Subject to all of the terms and conditions of
      Section 6.2 of this Agreement (including the conditions set forth in the Ninth
      Amendment) and in reliance upon the representations and warranties of the
      Borrower set forth herein and in the Ninth Amendment, each Lender holding a
      Term
      Loan Commitment hereby severally agrees to make a Term Loan to the Borrower
      in
      the amount of its respective Term Loan Commitment, for the purposes identified
      in Section 2.12.  The Term Loans shall be funded in a single
      Borrowing on the same Funding Date.  Each Lender's Term Loan
      Commitment shall expire upon the earlier of the funding of the Term Loans or
      December 31, 2007, and the Term Loans shall be paid in full no later than the
      Term Loan Maturity Date.

    


    4.  Amendment
      of Section 2.12. Section 2.12(a) of the Credit
      Agreement is hereby amended by substituting the phrase "ProFitness Acquisition"
      with the word "Merger".

    


    5.  Amendment
      of Section 2.15.  Section 2.15 of
      the Credit Agreement is hereby amended to read as follows:

    


    2.15           Interest
      and Fees Margins.  For purposes of interest and fee computations
      hereunder involving the Applicable Base Rate Margin, the Applicable Eurodollar
      Rate Margin, the Applicable Letter of Credit Fee Percentage and the Applicable
      Commitment Fee Percentage, such margins and percentages shall be determined
      as
      follows:

    


    
      	
              Tier

            	 	
              Applicable

              Eurodollar
                Rate

              Margin

            	 	
              Applicable

              Base
                Rate

              Margin

            	 	
              Applicable

              Letter
                of

              Credit
                Fee

              Percentage

            	 	
              Applicable

              Commitment

              Fee

              Percentage

            
	 	 	 	 	 	 	 	 	 
	
              1

            	 	
              1.250%

            	 	
              0.000%

            	 	
              1.250%

            	 	
              0.300%

            
	
              2

            	 	
              1.625%

            	 	
              0.000%

            	 	
              1.625%

            	 	
              0.300%

            
	
              3

            	 	
              2.000%

            	 	
              0.250%

            	 	
              2.000%

            	 	
              0.375%

            
	
              4

            	 	
              2.500%

            	 	
              0.500%

            	 	
              2.500%

            	 	
              0.500%

            


    

    


    Except
      as
      expressly hereinafter provided, the applicable tier at any time shall be
      determined with reference to the Borrower's Funded Indebtedness to EBITDA Ratio,
      as follows:

    

      
        	
                Tier

              	
                Funded
                  Indebtedness to EBITDA Ratio

              
	 	 
	
                  1

              	
                Less
                  than 1.50 to 1.00

              
	
                  2

              	
                Greater
                  than or equal to 1.50 to 1.00 but less than 2.25 to
                  1.00

              
	
                  3

              	
                Greater
                  than to or equal to 2.25 to 1.00 but less than 2.50 to
                  1.00

              
	
                  4

              	
                Equal
                  to or greater than 2.50 to
                  1.00

              


      

    

    


    
      
         

      

      
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    From
      the date hereof to but not
      including the first Pricing Tier Determination Date occurring after the date
      of
      the Ninth Amendment, Tier 4 shall be applicable.  Any adjustment in
      the margins set forth above shall take effect on the first Pricing Tier
      Determination Date following the Fiscal Quarter as of the end of which such
      ratio was calculated; provided, however, that following any failure of
      the Borrower to deliver to the Administrative Agent any of the financial
      statements, financial reports, certificates or other financial information
      required by Section 8.1.1 or Section 8.1.2 in a timely
      manner and until such failure is cured or corrected, and without limitation
      of
      or prejudice to any other right or remedy of the Administrative Agent, the
      Lenders or the Issuing Bank in respect of such failure, Tier 4 shall be
      applicable.

    


    6.  Amendments
      of Subsection 3.1.2.

     

    (a)  Subsection (a)
      of Section 3.1.2 of the Credit Agreement is hereby amended to read as
      follows:

    


    (a)           Scheduled
      Principal Payments – Term Loans.  The Borrower shall make
      principal payments in respect of the Term Loans in amounts and on the dates
      set
      forth in the following schedule:

    


    
      	
              Payment
                Date

            	 	
              Principal
                Payment Amount

            
	
              March
                31, 2008

            	 	
              $   500,000

            
	
              June
                30, 2008

            	 	
              $1,000,000

            
	
              September
                30, 2008

            	 	
              $1,500,000

            


    

    


    


    (b)  Subsection
      (c) of Section 3.1.2 of the Credit Agreement is hereby amended by adding the
      following sentence at the end subsection (3) contained herein:

     

    Notwithstanding
      the foregoing, in the event any Capital Stock shall be issued prior to January
      31, 2008 that causes repayment of the outstanding Revolving Loan, as provided
      above, such repayment will not result in a corresponding reduction in the
      Revolving Credit Commitments.

     

    7.  Amendment
      of Section 8.21  Section 8.21 of the Credit Agreement is
      hereby amended by deleting "David R. Bock - Chief Financial Officer", and
      substituting in lieu thereof "Brad S. Wear – Chief Financial
      Officer".

    


    8.  Amendments
      of Section 9.1

     

    (a)  Subsection
      (c) of  Section 9.1 of the Credit Agreement is hereby amended by
      deleting the dollar figure “$350,000” and substituting in lieu thereof the
      dollar figure “$2,500,000".

     

    (b)  Section
      9.1 of the Credit Agreement is hereby amended by (a) deleting the word "and"
      at
      the end of clause (i), (b) relettering clause (j) as clause (m) and (c)
      inserting the following new clauses (j), (k) and (l) immediately prior to
      relettered clause (m):

    


    
      
         

      

      
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    (j)           The
      $750,000 of Indebtedness of the Borrower incurred as a portion of the purchase
      price for the ProFitness Acquisition and payable in accordance with the terms
      of
      the ProFitness Acquisition Agreement;

    


    (k)           Indebtedness
      of CHD Meridian Healthcare, LLC (“CHD”) arising out of that certain Promissory
      Note dated September 21, 2007 executed by CHD, as borrower, to the order of
      De
      Lage Landen Financial Services, Inc., as lender;

    


    (l)           Indebtedness
      arising from Borrower’s obligations to make the Additional Purchase Price
      Payment and/or the Make Whole Payment, as such terms are defined in, and
      pursuant to, the ProFitness Acquisition Agreement;

    


    9.  Amendment
      of
      Section 10.1.4.  Section 10.1.4
      of the Credit Agreement is hereby amended to read as follows:

    


    10.1.4.                      Minimum
      EBITDA.  Permit EBITDA for each period indicated below, calculated
      after giving Pro Forma Effect to any relevant transaction occurring during
      such
      period, to be less than the amount specified for such period:

    


    
      	
              Period

            	
              Minimum
                EBITDA

            
	 	 
	
              April
                1, 2007 – December 31, 2007

            	
              $4,665,000

            
	
              Last
                Four Fiscal Quarters ending March 31, 2008

            	
              $6,720,000

            
	
              Last
                Four Fiscal Quarters ending June 30, 2008

            	
              $6,510,000

            
	
              Last
                Four Fiscal Quarters ending September 30, 2008

            	
              $7,185,000

            
	
              Last
                Four Fiscal Quarters ending December 31, 2008

            	
              $7,865,000

            
	
              Last
                Four Fiscal Quarters ending March 31, 2009

            	
              $7,865,000

            


    

    


    10.  Amendment
      of Exhibit 2.10A.  Exhibit 2.10A of the Credit
      Agreement is hereby replaced with Exhibit 2.10A attached to this
      Amendment.

    


    11.  Fees.  In
      consideration of the agreements of the Lenders set forth herein, the Borrower
      agrees to pay to the Administrative Agent, for distribution to the Lenders
      pro rata in accordance with their respective Percentages, such fees as
      have been separately agreed upon in writing in the amounts and at the times
      so
      specified.

    


    12.  Conditions
      to Effectiveness.  This Amendment shall
      be effective only upon the satisfaction of the following
      conditions:

    


    (a)   the
      Administrative Agent shall have received and approved the following financial
      statements of ProFitness and its Subsidiaries:

    


    
      
         

      

      
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    (i)  the
      audited consolidated balance sheets as of September 30, 2007 for the preceding
      21 calendar months, and the related consolidated statements of income,
      shareholders’ equity and cash flows for the respective fiscal years then
      ended;

    


    (ii)  the
      unaudited consolidated balance sheets as of December 31, 2005 and the related
      consolidated statements of income, shareholders' equity and cash flows for
      such
      fiscal year then ended; and

    


    (iii)  comparison
      financial statements of the nine (9) month periods ending September 30, 2006
      and
      ending September 30, 2007.

     

    (b)  the
      Lenders shall have received and approved the projected balance sheets,
      statements of income and statements of cash flows for the Borrower and its
      Subsidiaries on a quarterly basis for Fiscal Years 2008 and 2009, prepared
      or
      approved by the Borrower which shall incorporate the ProFitness Acquisition
      (the
      "2008/2009 Projections");

     

    (c)  the
      Borrower shall have executed and delivered Term Notes, in form and substance
      satisfactory to Administrative Agent, evidencing the Term Loans of each
      Lender;

    


    (d)  the
      Borrower, each of the Guarantors, the Administrative Agent, the Issuing Bank
      and
      the Lenders shall have executed and delivered a counterpart of this
      Amendment;

    


    (e)  the
      Lenders shall have received and approved of the terms and conditions of the
      acquisition of ProFitness and all material documents relating thereto,
      including, the ProFitness Acquisition Agreement and, if requested by
      Administrative Agent, any due diligence materials delivered or generated in
      connection therewith;

    


    (f)  the
      ProFitness Acquisition shall have been substantially consummated in accordance
      with the terms of such approved ProFitness Acquisition Agreement and the
      documentation required by Section 8.18 of the Credit Agreement shall have been
      executed, as applicable, and delivered to the Administrative Agent;

    


    (g)  each
      of
      the representations and warranties of the Borrower contained in
Section 13 shall be true and correct in all material respects as of
      the date as of which all of the other conditions contained in this
Section 12 shall have been satisfied;

    


    (h)  the
      Borrower shall have paid the fees required by Section 11;
      and

    


    (i)  the
      Administrative Agent shall have received such documents, instruments,
      certificates, opinions and approvals as it reasonably may have
      requested.

    


    
      
         

      

      
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    13.  Representations
      and Warranties of the Borrower and the
      Guarantors.  As an inducement to the
      Lenders, the Issuing Bank and the Administrative Agent to enter into this
      Amendment, the Borrower and the Guarantors hereby represent and warrant that,
      on
      and as of the date hereof, and taking into account the provisions hereof, (a)
      in
      the opinion of the management of the Borrower, (i) the assumptions used in
      the
      preparation of the 2008/2009 Projections were reasonable when made and, as
      of
      the date hereof, the management of the Borrower continues to believe that such
      assumptions are reasonable and appropriate and (ii) the 2008/2009 Projections
      when prepared represented a reasonable estimate of the future performance and
      financial condition of the Borrower and its Subsidiaries for the periods
      included therein, subject to the uncertainties and approximations inherent
      in
      the making of any financial projections and without assurance that the projected
      performance and financial condition actually will be achieved and (b) the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents are true and correct in all material respects, except for
      (i) representations and warranties that expressly relate to an earlier
      date, which remain true and correct as of said earlier date,
      (ii) representations and warranties that have become untrue or incorrect
      solely because of changes permitted by the terms of the Credit Agreement and
      the
      other Loan Documents, and (iii) the representations and warranties set
      forth in paragraphs (a), (d) and (e) of Section 7.5 of the Credit
      Agreement, as to which no further representation or warranty is made
      herein.

    


    14.  Effect
      of Amendment; Continuing Effectiveness of Credit Agreement and Loan
      Documents.

    


    (a)  Neither
      this Amendment nor any other indulgences that may have been granted to the
      Borrower or any Guarantor by the Administrative Agent, the Issuing Bank or
      any
      Lender shall constitute a course of dealing or otherwise obligate the
      Administrative Agent, the Issuing Bank or any Lender to modify, expand or extend
      the agreements contained herein, to agree to any other amendments to the Credit
      Agreement or to grant any consent to, waiver of or indulgence with respect
      to
      any other noncompliance with any provision of the Loan Documents.

    


    (b)  Upon
      and
      after the effectiveness of this Amendment, each reference in the Credit
      Agreement to "this Agreement", "hereunder", "hereof" or words of like import
      referring to the Credit Agreement, and each reference in the other Loan
      Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
      import referring to the Credit Agreement, shall mean and be a reference to
      the
      Credit Agreement as modified hereby.  This Amendment shall constitute
      a Loan Document for all purposes of the Credit Agreement and the other Loan
      Documents.

    


    (c)  Any
      noncompliance by the Borrower or any Guarantor with any of the covenants, terms,
      conditions or provisions of this Amendment shall constitute an Event of
      Default.

    


    (d)  Except
      to
      the extent amended or modified hereby, the Credit Agreement, the other Loan
      Documents and all terms, conditions and provisions thereof shall continue


     

    
      
         

      

      
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    in
      full
      force and effect in all respects and shall be construed in accordance with
      the
      modifications of the Credit Agreement effected hereby.  Without
      limiting the generality of the foregoing, the Security Documents and all of
      the
      Collateral described therein secure and shall continue to secure the payment
      of
      all Obligations, in each case taking into account the modifications of the
      Credit Agreement effected hereby.

     

    (e)  Upon
      the
      satisfaction of the conditions in Section 12, the ProFitness Acquisition
      shall be deemed a "Permitted Acquisition" for purposes of Section 9.4 (j) of
      the
      Credit Agreement and the issuance of the Capital Stock of Borrower and the
      Promissory Note that will constitute the "Share Consideration", as such term
      is
      defined in the ProFitness Acquisition Agreement, will each be considered to
      be
      an Excluded Prepayment Transaction for purposes of Section 3.1.2 (c) (3) of
      the
      Credit Agreement.

    


    15.  Release
      and Waiver.  The Borrower and the
      Guarantors hereby stipulate, acknowledge and agree that they have no claims
      or
      causes of action of any kind whatsoever against any of the Lenders, the Issuing
      Bank or the Administrative Agent arising out of or relating in any way to any
      event, circumstance, action or failure to act with respect to this Amendment,
      the Credit Agreement, the other Loan Documents or any matters described or
      referred to herein or therein or otherwise related hereto or
      thereto.  The Borrower and the Guarantors hereby release all of the
      Lenders, the Issuing Bank and the Administrative Agent from any and all claims,
      causes of action, demands and liabilities of any kind whatsoever, whether direct
      or indirect, fixed or contingent, liquidated or unliquidated, disputed or
      undisputed, known or unknown, that the Borrower or any Guarantor may now or
      hereafter have and that arise out of or relate in any way to any event,
      circumstance, action or failure to act on or before the date of this Amendment
      with respect to this Amendment, the Credit Agreement, the other Loan Documents
      or any matters described or referred to herein or therein or otherwise related
      hereto or thereto.  The release by the Borrower and the Guarantors
      herein, together with the other terms and provisions of this Amendment, are
      entered into by the Borrower and the Guarantors advisedly and without
      compulsion, coercion or duress, the Borrower and the Guarantors having
      determined that this Amendment and all of its terms, conditions and provisions
      are in the economic best interests of the Borrower and the
      Guarantors.  The Borrower and the Guarantors represent that they are
      entering into this Amendment freely and with the advice of counsel as to their
      legal alternatives.

    


    16.  Further
      Actions.  Each of the parties to this
      Amendment agrees that at any time and from time to time upon written request
      of
      any other party, it will execute and deliver such further documents and do
      such
      further acts and things as such other party reasonably may request in order
      to
      effect the intents and purposes of this Amendment.

    


    17.  Counterparts.  This
      Amendment may be executed in multiple counterparts or copies, each of which
      shall be deemed an original hereof for all purposes.  One or more
      counterparts or copies of this Amendment may be executed by one or more of
      the
      parties hereto, and some different counterparts or copies executed by one or
      more of the other parties.  Each counterpart or copy hereof executed
      by any party hereto shall be binding upon the party executing same even though
      other parties may execute one or more different counterparts or copies, and
      all
      counterparts or copies hereof so executed shall constitute but one and the
      same


     

    
      
         

      

      
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    agreement.  Each
      party hereto, by execution of one or more counterparts or copies hereof,
      expressly authorizes and directs any other party hereto to detach the signature
      pages and any corresponding acknowledgment, attestation, witness or similar
      pages relating thereto from any such counterpart or copy hereof executed by
      the
      authorizing party and affix same to one or more other identical counterparts
      or
      copies hereof so that upon execution of multiple counterparts or copies hereof
      by all parties hereto, there shall be one or more counterparts or copies hereof
      to which is(are) attached signature pages containing signatures of all parties
      hereto and any corresponding acknowledgment, attestation, witness or similar
      pages relating thereto.

    


    18.  Miscellaneous.

    


    (a)  This
      Amendment shall be governed by, construed and enforced in accordance with the
      laws of the State of Tennessee, without reference to the conflicts or choice
      of
      law principles thereof.

    


    (b)  The
      headings in this Amendment and the usage herein of defined terms are for
      convenience of reference only, and shall not be construed as amplifying,
      limiting or otherwise affecting the substantive provisions hereof.

    


    (c)  All
      references herein to the preamble, the recitals or sections, paragraphs,
      subparagraphs, annexes or exhibits are to the preamble, recitals, sections,
      paragraphs, subparagraphs, annexes and exhibits of or to this Amendment unless
      otherwise specified.  The words "hereof", "herein" and "hereunder" and
      words of similar import, when used in this Amendment, refer to this Amendment
      as
      a whole and not to any particular provision of this Amendment.

    


    (d)  Any
      reference herein to any instrument, document or agreement, by whatever
      terminology used, shall be deemed to include any and all amendments,
      modifications, supplements, extensions, renewals, substitutions and/or
      replacements thereof as the context may require.

    


    (e)  When
      used
      herein, (1) the singular shall include the plural, and vice versa, and the
      use
      of the masculine, feminine or neuter gender shall include all other genders,
      as
      appropriate, (2) "include", "includes" and "including" shall be deemed to be
      followed by "without limitation" regardless of whether such words or words
      of
      like import in fact follow same, and (3) unless the context clearly indicates
      otherwise, the disjunctive "or" shall include the conjunctive
      "and".

    


     IN
      WITNESS
      WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered as of the date first written above.

    


    


    


    [Remainder
      of Page Intentionally Left Blank;

    Signature
      Pages Follow]


    
      
         

      

      
        -
          10 -

        
          

        

      

      
         

      

    



    [Signature
      Page to Ninth Amendment to Credit Agreement

    (I-trax,
      Inc.) dated December 14, 2007]

     

    
      	
              BORROWER:

            
	 	 
	 	 
	
              I-TRAX,
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	 	 
	
              GUARANTORS:

            
	 	 
	 	 
	
              I-TRAX
                HEALTH MANAGEMENT SOLUTIONS, INC.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              CONTINUUM
                HEALTH MANAGEMENT SOLUTIONS, LLC

            
	
              (formerly
                I-trax Health Management Solutions, LLC),

            
	
              a
                Delaware limited liability company

            
	 	 
	
              BY:

            	
              I-TRAX,
                INC., its sole member

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              CHD
                MERIDIAN HEALTHCARE, LLC,

            
	
              a
                Delaware limited liability company

            
	 	 
	
              BY:

            	
              I-TRAX,
                INC., its sole member

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              AMERICAN
                OCCUPATIONAL HEALTH MANAGEMENT, INC.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              MEDICENTER,
                INC.,

            
	
              an
                Oklahoma corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              MERIDIAN
                COMP OF NEW YORK, INC.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              CORPORATE
                HEALTH DIMENSIONS, INC.,

            
	
              a
                New York corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              CHDM,
                INC.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            
	 	 
	 	 
	
              CHDM,
                LLC,

            
	
              an
                Indiana limited liability company

            
	 	 
	 	 
	
              By:

            	
              /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Signature
      Page to Ninth Amendment to Credit Agreement

    (I-trax,
      Inc.) dated December 14, 2007]

    


    


    
      	
              ADMINISTRATIVE
                AGENT, LENDER, SWINGLINE LENDER AND ISSUING
                BANK:

            
	 	 
	 	 
	
              BANK
                OF AMERICA, N.A.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Suzanne Smith

            
	 	
              Name:
                Suzanne Smith

            
	 	
              Title:
                Senior Vice President