##### 



EXHIBIT
2.3
 CONFORMED
COPY
 AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 OF
 EBS MASTER LLC
 DATED AS OF NOVEMBER 16, 2006




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##### 



TABLE OF CONTENTS
 PageARTICLE I
    
    DEFINITIONS
    
    11.1
    
    Definitions
    
    1ARTICLE II
ORGANIZATION OF THE LIMITED LIABILITY COMPANY
    
    152.1
    
    Formation
    
    152.2
    
    Filing
    
    152.3
    
    Name
    
    152.4
    
    Registered Office, Registered Agent
    
    162.5
    
    Principal Place of Business
    
    162.6
    
    Purpose; Powers
    
    162.7
    
    Term
    
    162.8
    
    Intent
    
    162.9
    
    Independent Activities; Transactions with Affiliates.
    
    16ARTICLE III
OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
    
    183.1
    
    Authorized Units; General Provisions With Respect to Units
    
    183.2
    
    Voting Rights
    
    183.3
    
    Capital Contributions; Unit Ownership
    
    183.4
    
    Capital Accounts
    
    203.5
    
    Member Loans
    
    203.6
    
    Other Matters
    
    20ARTICLE IV

    ALLOCATIONS OF PROFITS AND LOSSES
    
    214.1
    
    Profits and Losses
    
    214.2
    
    Section 754 Election
    
    214.3
    
    Regulatory and Curative Allocations; Other Allocations
    
    214.4
    
    Allocations for Tax Purposes
    
    234.5
    
    Other Allocation Rules
    
    24ARTICLE V
    DISTRIBUTIONS
    
    245.1
    
    Amount and Time of Distributions
    
    245.2
    
    Tax Distributions.
    
    255.3
    
    Distribution Upon Withdrawal
    
    26ARTICLE VI
    MANAGEMENT
    
    266.1
    
    Board of Directors.
    
    26




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##### 



TABLE OF CONTENTS
(continued)
 Page6.2
    
    Meetings of the Board
    
    296.3
    
    Board of Director Powers
    
    306.4
    
    Required Consents
    
    306.5
    
    Officers
    
    336.6
    
    Warranted Reliance by Directors and Officers on Others
    
    346.7
    
    Indemnification of the Directors, Officers and the Tax Matters Member
    
    346.8
    
    Maintenance of Insurance or Other Financial Arrangements
    
    356.9
    
    Management Fees
    
    356.10
    
    Retained Claims.
    
    36ARTICLE VII
    ROLE OF MEMBERS
    
    387.1
    
    Rights or Powers
    
    387.2
    
    Meetings of the Members
    
    397.3
    
    Various Capacities
    
    397.4
    
    Formation of Newco
    
    39ARTICLE VIII
    REGISTRATION RIGHTS
    
    408.1
    
    Definitions
    
    408.2
    
    Stockholder Demand Rights
    
    428.3
    
    Piggyback Registration Rights
    
    448.4
    
    Form S-3 Registration
    
    468.5
    
    Selection of Underwriters
    
    488.6
    
    Withdrawal Rights; Expenses
    
    488.7
    
    Registration and Qualification
    
    488.8
    
    Underwriting; Due Diligence
    
    528.9
    
    Indemnification and Contribution
    
    538.10
    
    Cooperation; Information by Selling Holder
    
    558.11
    
    Rule 144 and Rule 145
    
    568.12
    
    Holdback Agreement
    
    568.13
    
    Suspension of Sales
    
    568.14
    
    Third Party Registration Rights
    
    57ARTICLE IX
    TRANSFERS OF INTERESTS
    
    579.1
    
    Restrictions on Transfer
    
    57
 ii




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##### 



TABLE OF CONTENTS
(continued)
 Page9.2
    
    Notice of Transfer
    
    589.3
    
    Transferee Members
    
    589.4
    
    No Transfers to Competitors
    
    599.5
    
    Right of First Offer
    
    599.6
    
    Drag Along Events
    
    619.7
    
    Tag-Along Right.
    
    649.8
    
    Transfers Upon Liquidation of the Financial Investor
    
    659.9
    
    Preemptive Rights
    
    669.10
    
    Emdeon Change of Control
    
    679.11
    
    Legend
    
    67ARTICLE X
    CERTAIN COVENANTS
    
    6810.1
    
    Proprietary Information
    
    6810.2
    
    Non-Solicitation
    
    68ARTICLE XI
    ACCOUNTING
    
    6911.1
    
    Books of Account; Information Rights
    
    6911.2
    
    Fiscal Year
    
    7111.3
    
    Tax Returns; Information
    
    7111.4
    
    Tax Matters Member
    
    7211.5
    
    Withholding Tax Payments and Obligations
    
    72ARTICLE XII
    DISSOLUTION AND TERMINATION
    
    7312.1
    
    Liquidating Events
    
    7312.2
    
    Bankruptcy
    
    7412.3
    
    Procedure
    
    7412.4
    
    Rights of Members
    
    7512.5
    
    Notices of Dissolution
    
    7512.6
    
    Reasonable Time for Winding Up
    
    7512.7
    
    No Deficit Restoration
    
    76ARTICLE XIII
    GENERAL
    
    7613.1
    
    Amendments; Waivers
    
    7613.2
    
    Further Assurances
    
    7613.3
    
    Successors and Assigns
    
    76
 iii




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##### 



TABLE OF CONTENTS
(continued)
 Page13.4
    
    Entire Agreement
    
    7713.5
    
    Rights of Members Independent
    
    7713.6
    
    Confidentiality
    
    7713.7
    
    Governing Law
    
    7813.8
    
    Jurisdiction and Venue
    
    7813.9
    
    Headings
    
    7813.10
    
    Counterparts
    
    7813.11
    
    Notices
    
    7813.12
    
    Representation By Counsel; Interpretation
    
    8013.13
    
    Severability
    
    8013.14
    
    Expenses
    
    8013.15
    
    Third Parties
    
    80
 iv




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##### 



AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 FOR
 EBS MASTER LLC
 Agreement Holdco 1 Parent Holdco 2 Emdeon
Members Purchaser
 R E C I T A L S
 WHEREAS Company
 WHEREAS
 WHEREAS
 NOW THEREFORE
 A G R E E M E N T
  ARTICLE I
 DEFINITIONS
 1.1 Definitions .
 Section 1.1 Section 1.1




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##### 



Act
 Action
 Adjusted Basis
 Adjusted Capital Account Deficit
 (i)
    
    credit to such Capital Account any amount that such Member is
obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c),
as well as any addition thereto pursuant to the next to last sentences of the
Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking
into account thereunder any changes during such year in Company Minimum Gain
and in the minimum gain attributable to any Member Nonrecourse Debt; and(ii)
    
    debit to such Capital Account the items described in Treasury
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).
  Affiliate
 2




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##### 



Agreement
 Allocation
 Auditors
 Annual Target Tax Distribution Section
5.2(a)
 Beginning Net Capital Exhibit A
 beneficially own and beneficial owner
 Board
 Board Restructuring Section 6.1(c)
 Books and Records
 Business Day
 Business Services Policy
 Capital Account Section 3.4
 Capital Contributions
 Claim
 Closing Leverage Ratio
 Code
 Companies
 3




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##### 



Company
 Company Change of Control
 Company Minimum Gain
 Compliance Officer Section 11.1(d)
 Confidential Information Section 13.6
 Consolidated Funded Net Indebtedness
 Contract
 Contributed Assets
 Contributed Equity
 Control controlled by under common control
with
 CPS Merger Agreement
 Credit Facilities
 4




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##### 



Dakota Earnout
 Dakota Merger Agreement
 Depreciation provided however
 Director Section 6.1
 Drag Along Events Section 9.6(a)
 Drag-Along Notice Section 9.6(c)
 EBS Business
 EBS LLC
 Economic Risk of Loss
 Effective Date
 Election Notice Section 9.5(b)
 Election Period Section 9.5(b)
 5




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##### 



Emdeon Change of Control Incumbent Directors provided
 Emdeon Controlled Obligation Section
7.1(b)
 Emdeon Members
 Emdeon Parties
 Emdeon Transaction Expenses
 Emdeon Permitted Transferee provided
 Emdeon Selling Members Section 9.5(c)
 Emdeon Valuation Floor provided Exhibit B provided
 6




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##### 



Sections 2.14 9.02 Section 3.6(f)
 Encumbrance
 Envoy
 Equity Securities
 Exchange Act
 Fair Market Value
 First Lien Credit Agreement
 Fiscal Year
 GA Closing Fee Section 6.9
 GA LLC
 GAAP
 GAP Coinvestments III
 GAP Coinvestments IV
 GAP LP
 7




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##### 



GapStar
 GAP-W
 GmbH Coinvestment
 GmbH Management
 Governmental Order
 Governmental Entity
 Gross Asset Value
 (a)
    
    The initial Gross Asset Value of any asset contributed by a Member to the
Company shall be the gross Fair Market Value of such asset; provided that the
parties agree that the initial Gross Asset Values of the Contributed Assets as of the
Effective Date shall be determined on the basis of the Allocation.(b)
    
    The Gross Asset Values of all Company assets shall be adjusted to equal their
respective gross Fair Market Values as of the following times: (a) the acquisition of
an additional interest in the Company by any new or existing Member in exchange for
more than a de minimis Capital Contribution; (b) the distribution by the Company to a
Member of more than a de minimis amount of Property as consideration for an interest
in the Company; and (c) the liquidation of the Company within the meaning of Treasury
Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that
adjustments pursuant to clauses (a) and (b) above shall be made only if the Board
reasonably determines that such adjustments are necessary or appropriate to reflect
the relative economic interests of the Members in the Company;(c)
    
    The Gross Asset Value of any Company asset distributed to any Member shall be
adjusted to equal the gross Fair Market Value of such asset on the date of
distribution; and(d)
    
    The Gross Asset Values of Company assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis of such assets pursuant to Code Section
734(b) or Code Section 743(b), but only to the extent that such adjustments are taken
into account in determining Capital Accounts pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m) and subsection (vi) in the definition of Profits and
Losses below and Section 3.4 hereof; provided,
however, that Gross Asset Values shall not be adjusted pursuant to this
subsection to the extent the Board determines that an adjustment pursuant to
subsection (b) of this definition is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this subsection
(d).
 8




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##### 



Holdco 1
 Indebtedness
 Indemnified Person Section 6.7(a)
 Independent Accounting Firm Section 9.6(a)
 Independent Director
 Initiating Member Section 9.6(b)
 Interest
 IPO Section 8.1
 Law
 Legal Action Section 13.8
 Leverage Ratio
 Liability
 Liquidating Events Section 12.1
 9




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##### 



Liquidity Events Section
9.6(a)(i) Section 9.6(a)(ii)
 LLC Merger
 Loss
 M&A / Transaction Fee Section 6.9(a)
 Management Incentive Plan Section 3.3(d)
 Management Purchaser Section 3.3(d)
 Marketable Securities Section 9.5(f)
 Member Members
 Member Minimum Gain
 Member Nonrecourse Debt
 Member Nonrecourse Deductions
 Merger Agreement MediFax Merger LLC
 Mergers
 Newco Section 7.4
 Nonrecourse Debt
 Nonrecourse Deductions
 10




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##### 



Nonrecourse Liability
 Notice Section 3.3(e)
 Orders
 Organizational Documents
 Other Member Section 9.7(a)
 Other Similar Activities Section 2.9(b)
 Parent
 Parent Business
 Parent Cash Repayment Section 5.25
 Parent Policy
 Person
 Preemptive Holder Section 9.9(a)
 Preemptive Offer Section 9.9(a)
 Preemptive Offer Period Section 9.9(a)
 Preemptive Reoffer Period Section 9.9(c)
 Preemptive Securities Section 9.9(a)
 Preemptive Share Section 9.9(b)
 President and Chief Executive Officer Section
6.5(b)
 11




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##### 



Prime Rate The Wall Street Journal
 Profits Losses
 (a)
    
    any depreciation, amortization and/or cost recovery deductions with respect
to any asset shall be deemed to be equal to the Depreciation available with respect to
such asset;(b)
    
    any income or gain of the Company that is exempt from federal income tax and
not otherwise taken into account in computing Profits or Losses shall be added to such
taxable income or loss;(c)
    
    any expenditures of the Company described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing
Profits or Losses, shall be subtracted from such taxable income or loss;(d)
    
    in the event the Gross Asset Value of any Company asset is adjusted pursuant
to subsection (b) or (c) or the definition of Gross Asset Value above, the amount of
such adjustment shall be taken into account as gain or loss from the disposition of
such asset for purposes of computing Profits or Losses;(e)
    
    gain or loss resulting from any disposition of Company assets with respect to
which gain or loss is recognized for federal income tax purposes shall be computed
with reference to the Gross Asset Value of the asset disposed of, notwithstanding that
the adjusted tax basis of such asset differs from its Gross Asset Value; and(f)
    
    any items of income, gain, loss or deduction which are specifically allocated
pursuant to the provisions of Sections 4.3 through 4.5 hereof shall
not be taken into account in computing Profits and Losses for any taxable year.
 Profits Interests Section 3.3(d)
 Property
 Proposed Transfer Sections 9.5(a) 9.5(c)
 Proprietary Information Section 10.1
 Purchaser
 Purchaser Controlled Obligation Section
7.1(b)
 12




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##### 



Purchaser Corp.
 Purchaser Equity Owners Section 9.8
 Purchaser Member
 Purchaser Member Permitted Transferee
 Purchaser Member Party
 Purchaser Selling Members Section 9.5(a).
 Purchaser Transaction Expenses
 Purchaser Valuation Floor provided Exhibit B provided
 Refinancing or Recapitalization Transaction
 Regulatory Allocations Section 4.4(g)
 Related Party Agreement
 13




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##### 



Retained Claims
 Sale Notice Section 9.7(b)
 Section 351 Exchange
 Section 404 Section 11.1(b)(ii)
 Section 704(c) Property
 Securities Act
 Sponsor Fees Section 6.9(a)
 Subsidiary
 Tag-Along Notice Section 9.7(b)
 Tag-Along Right Section 9.7(a)
 Tag-Along Sale Transaction Section 9.7(a)
 Tag-Along Seller Section 9.7(a)
 Tax Depreciation
 Tax Distributions Section 5.2(a)
 Tax Matters Member Section 11.4
 Transfer
 14




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##### 



provided
 Transfer Notice Section 9.5(a)
 Transition Services Agreement
 Treasury Regulations Treasury Regulations
 Units
 WebMD Business
 Winding-Up Member Section 12.3(a)
 ARTICLE II
 ORGANIZATION OF THE LIMITED LIABILITY COMPANY
 2.1 Formation .
  2.2 Filing .
  2.3 Name .
  2.4 Registered Office, Registered Agent .
  15




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##### 



2.5 Principal Place of Business .
  2.6 Purpose; Powers .
 Section 2.6
 2.7 Term .
  2.8 Intent .
 Section
2.8
 2.9 Independent Activities; Transactions with Affiliates .
   Section 10.2 Other Similar
Activities Section 6.1(l) Section 13.6
 16




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##### 



17




---



##### 



ARTICLE III
OWNERSHIP AND CAPITAL CONTRIBUTIONS;
CAPITAL ACCOUNTS
 3.1 Authorized Units; General Provisions With Respect to Units .
 Section 9.9
 Section 3.3)
 Section 3.1(c)
 Exhibit A
 3.2 Voting Rights .
  3.3 Capital Contributions; Unit Ownership .
 Capital Contributions Exhibit A Exhibit A
 Issuance of Additional Units or Interests Section 9.9 Section 6.4(c) provided
 18




---



##### 



Exhibit A
 Tax Treatment of Mergers. Section 7.08
 Management Incentive Plan Management Incentive
Plan Profits Interests Management Purchaser Exhibit A Section 13.6
 Safe Harbor Notice
 19




---



##### 



3.4 Capital Accounts .
 Exhibit A
 3.5 Member Loans .
  3.6 Other Matters .
      20




---



##### 



Sections 2.14 6.01(e) 7.01(a) 9.02 Section 2.14 provided
 ARTICLE IV
 ALLOCATIONS OF PROFITS AND LOSSES
 4.1 Profits and Losses .
 Sections 4.2 4.3 Section 12.3(b) Section 12.3(b)
 4.2 Section 754 Election .
  4.3 Regulatory and Curative Allocations; Other Allocations .
 Company Minimum Gain Chargeback.
 21




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##### 



Member Minimum Gain Chargeback. Section 4.3(a)
 Qualified Income Offset.
 Gross Income Allocation. provided Section 4.3(d) provided Sections 4.3(c) 4.3(d)
 Nonrecourse Deductions.
 Member Nonrecourse Deductions.
 22




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##### 



Curative Allocations. Sections 4.3(a) (f) Regulatory Allocations Section 4.3(g)
 Other Special Allocations Section 7.09(d)(ii) Section 7.01(a) Section 7.09(f) Loss Section 9.04(c) Section 9.04(c)
 4.4 Allocations for Tax Purposes .
 Tax Allocations Section 4.4 Sections 4.1 Section 4.3
 Contributed Property. Section 4.4(b)
 23




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##### 



Adjustments to Value of Property. Section 4.4(a)
 Recapture of Deductions and Credits. provided however Section 4.4(d)
 Limited Application. Section 4.4
 Allocation of Excess Nonrecourse Liabilities. pro rata
 4.5 Other Allocation Rules .
   ARTICLE V
 DISTRIBUTIONS
 5.1 Amount and Time of Distributions .
 Section 5.2 pro rata
 24




---



##### 



5.2 Tax Distributions .
 Annual Target Tax Distribution Section 5.2 Tax Distributions
   25




---



##### 



5.3 Distribution Upon Withdrawal .
  ARTICLE VI
 MANAGEMENT
 6.1 Board of Directors .
 Powers Section 6.4
 Size Section 6.1(c) Sections 6.1(e) (f) Section 6.1(d)
 Restructuring Board Restructuring provided provided however
 26




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##### 



Designation
 (i)
    
    Subject to the terms of this Agreement, prior to the Board
Restructuring, the Emdeon Parties and the Purchaser Member Parties shall be
entitled to appoint Directors of the Company as provided below:
 (A)
    
    So long as the Emdeon Parties in the
aggregate beneficially own (x) more than 35% of the outstanding
Units, they shall be entitled to appoint three (3) Directors, (y) not
more than 35% but more than 25% of the outstanding Units, they shall
be entitled to appoint two (2) Directors and (z) not more than 25%
but more than 5% of the outstanding Units, they shall be entitled to
appoint one (1) Director.(B)
    
    So long as the Purchaser Member Parties in
the aggregate beneficially own (x) more than 35% of the outstanding
Units, they shall be entitled to appoint three (3) Directors, (y) not
more than 35% but more than 25% of the outstanding Units, they shall
be entitled to appoint two (2) Directors and (z) not more than 25%
but more than 5% of the outstanding Units, they shall be entitled to
appoint one (1) Director.
 (ii)
    
    Subject to the terms of this Agreement, following the Board
Restructuring, the Emdeon Parties and the Purchaser Member Parties shall be
entitled to appoint Directors of the Company as provided below (in addition to
the Independent Directors the Emdeon Parties and the Purchaser Member Parties
designate pursuant to Section 6.1(c)):
 (A)
    
    So long as the Emdeon Parties in the
aggregate beneficially own (x) not less than 35% of the outstanding
Units, they shall be entitled to appoint two (2) Directors, and (y)
not more than 35% but more than 25% of the outstanding Units, they
shall be entitled to appoint one (1) Director; and(B)
    
    So long as the Purchaser Member Parties in
the aggregate beneficially own (x) not less than 35% of the
outstanding Units, they shall be entitled to appoint two (2)
Directors and (y) not less than 35% but more than 25% of the
outstanding Units, they shall be entitled to appoint one (1)
Director.
 Section 6.1(d)
 27




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##### 



Section 6.1(d) Section 6.1(d) Section 6.1(d) Section 6.1(d) Section 6.1(c)
 Removal Section 6.1(c)
 Vacancies Section 6.1(c)
 Expense Reimbursement
 Votes
 Right to Delegate
 28




---



##### 



No Liability
 Agency
 No Affiliation With Competitors. provided Section 6.1(l)
 Subsidiary Governance.
 6.2 Meetings of the Board .
   29




---



##### 



provided however provided further however
 Section 6.2
 6.3 Board of Director Powers .
   6.4 Required Consents .
 a) (b) (c) (d) (e) (h) (i) (k) (l) (n) (v) (w) Section 7.1 rd Sections 6.4(a) (b) Section 9.5 (c) (d) (e) (h) (m) (n) (r) (u) (w) (x)
   30




---



##### 



Section 6.4(g)
   Section 6.4(g)
     31




---



##### 



provided Section 6.4(p)
  provided however Section
6.4
     32




---



##### 



Section 6.4 Section 8.1
 6.5 Officers .
   President and Chief Executive Officer
   33




---



##### 



6.6 Warranted Reliance by Directors and Officers on Others .
    6.7 Indemnification of the Directors, Officers and the Tax Matters Member .
 Section 6.7(d) Indemnified Person Section 6.7(a)
 Section 6.7(d)
 34




---



##### 



Section 6.7(d)
 Sections 6.7(a) 6.7(b) 6.7(c) Section 6.7(f)
   Section 6.7
 6.8 Maintenance of Insurance or Other Financial Arrangements .
  6.9 Management Fees .
 Sponsor Fees and M&A / Transaction Fees GA Closing Fee
 35




---



##### 



Sponsor Fees M&A /
Transaction Fee Section 6.9
 Other Fees; Process
 6.10 Retained Claims
 Earnout Payments Section 1.7
 Insurance; Subrogation; Recovery of Proceeds
 36




---



##### 



Remittance of Proceeds
 Power of Attorney Exhibit
C
 Cooperation with Parent
 37




---



##### 



Section
6.10(e)
 Cooperation; Post-Closing Access to Information
 Legal Privilege
 ARTICLE VII
 ROLE OF MEMBERS
 7.1 Rights or Powers .
   38




---



##### 



Section 5.2(a) Emdeon Controlled Obligation Purchaser
Controlled Obligation
 7.2 Meetings of the Members .
 Section 7.2
   7.3 Various Capacities .
  7.4 Formation of Newco .
 Section 7.4 Section 8.2 Section 6.4
 39




---



##### 



Newco
 Section 7.4 Section 7.4
 ARTICLE VIII
 REGISTRATION RIGHTS
 8.1 Definitions .
 Capital Stock Section 7.4
 Company Securities
 Demand Section 8.2(a)
 Demand Registration Section 8.2(a)
 Disclosure Package
 40




---



##### 



Form S-3
 Form S-3 Registration Statement Section 8.4(b)
 Free Writing Prospectus
 Holder Section 8.2
 IPO
 Other Securities
 Ordinary S-3 Registration Statement Section 8.4(d)
 Piggyback Notice Section 8.3(a)
 Public Offering
 Qualified IPO
 Registrable Securities Section 7.4
 Registrable Securities then outstanding
 Registration Expenses
 41




---



##### 



NASD Section 8.7(p) Section 8.6
 Registration Party Section 8.2(c)
 SEC
 Securities Act
 Selling Holders Section 7.4
 Stockholder Section 7.4
 8.2 Stockholder Demand Rights .
 Demand Rights Demand Demand Registration
 42




---



##### 



Limitations on Demand Rights provided Section 8.2 nd Section 9.10 Section 8.2(d)
 Assignment of Demand Rights Section
8.2(a) Section 8.3 provided Section 8.7(p) Section 8.2(a) Section
8.4(a)
 Initial Public Offering Section 8.2 Section 9.6(a)
 Company Blackout Rights Section 8.2
 43




---



##### 



provided Section
8.2 Section 8.4 Section
8.2(b) Section 8.2(b)
 Fulfillment of Registration Obligations Section 8.2 provided Section 8.4 Section 8.4
 8.3 Piggyback Registration Rights .
 Section 8.2 Section
8.3(a) Piggyback
Notice provided Section 8.3 Section 8.3 Section 8.3
 44




---



##### 



Determination Not to Effect Registration Section 8.2 Section 8.4
 Cutbacks in Company Offering Section 8.3(a)
 (i)
    
    first, all Company Securities; and(ii)
    
    second, Registrable Securities and Other Securities that are requested to be
included in such registration pursuant to this Section 8.3 and the terms of
any other agreement providing for registration rights to which the Company is a party
that can be sold without having the adverse effect referred to above, pro rata on the
basis of the relative number of such Registrable Securities and Other Securities owned
by the Persons seeking such registration.
 Cutbacks in Other Offerings Section 8.3(a)
 (i)
    
    first, the Other Securities held by any holder thereof with a contractual
right to include such Other Securities in such registration prior to any other Person;
and(ii)
    
    second, Registrable Securities and Other Securities (other than Company
Securities) that are requested to be included in such registration pursuant
 45




---



##### 



to
Section 8.2, this Section 8.3 and the terms of any agreement providing
for registration rights to which the Company is a party that can be sold without
having the adverse effect referred to above, pro rata on the basis of the relative
number of such Registrable Securities and Other Securities owned by the Persons
seeking such registration.
 Expiration Section 8.3
 8.4 Form S-3 Registration .
 Section 8.2 Section 8.3
 (i)
    
    promptly give written notice of the proposed registration, and any related
qualification or compliance, to all other Holders; and(ii)
    
    promptly effect such registration and all such qualifications and compliances
as may be so requested and as would permit or facilitate the sale and distribution of
all or such portion of such Stockholders or Stockholders Registrable Securities as
are specified in such request, together with all or such portion of the Registrable
Securities of any other Stockholder or Stockholders joining in such request as are
specified in a written request given within fifteen (15) days after receipt of such
written notice from the Company; provided, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant to
this Section 8.4:
 (A)
    
    if Form S-3 is not available for such offering by the Stockholders;(B)
    
    if the Stockholders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable
Securities at an aggregate price to the public (net of any underwriters discounts or
commissions) of less than $25 million;(C)
    
    if the Company shall furnish to the Stockholders a certificate signed by the
Companys chief executive officer or chairman of the Board stating that in the good
faith judgment of the Board as evidenced by a resolution by the Board, it would be
seriously detrimental to the Company and its stockholders for such Form S-3
registration to be effected at such time, in which event the Company shall have the
right to defer the filing of the Form S-3 registration statement for a period of not
more than
 46




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##### 



sixty (60) days after receipt of the request of the Stockholder or
Stockholders under this Section 8.4; provided, that the Company shall
not utilize this right more than once in any twelve-month period;(D)
    
    if the Company has, within the six (6) month period preceding the date of
such request, already effected one (1) registration on Form S-3 for the Stockholders
pursuant to this Section 8.2, provided, that any such
registration shall be deemed to have been effected if the registration statement
relating thereto (A) has become or been declared or ordered effective under the
Securities Act, and any of the Registrable Securities of the Registration Party
included in such registration have actually been sold thereunder and (B) has remained
effective for a period of at least 180 days; or(E)
    
    in any particular jurisdiction in which the Company would be required to
qualify to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance.
 Form
S-3 Registration Statement Section
8.4 Section 8.2 Section 8.3
 Section 8.4 Section 8.4 8.4(a) Section 8.7 Section
8.4 provided however
 47




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##### 



Section 8.4 Ordinary S-3 Registration Statement Section 8.4(a)(ii)(D)
 8.5 Selection of Underwriters . Article VIII
 8.6 Withdrawal Rights; Expenses .
 Section
8.2 Section 8.2 8.4(b)
  8.7 Registration and Qualification .
 Registration Statement Section 8.2(a) provided that
 48




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##### 



Amendments; Supplements Section 8.4(a) Section 8.2(c) provided Section 8.4(a) 8.7(b) Section 8.4(b)(ii) provided
 Copies
 49




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##### 



Blue Sky provided
 Delivery of Certain Documents
 Notification of Certain Events; Corrections
 Notice of Effectiveness
 50




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##### 



Stop Orders
 Plan of Distribution
 Other Filings
 NASD Compliance
 Listing
 Transfer Agent; Registrar; CUSIP Number
 Compliance; Earnings Statement
 Road Shows Section
8.2 Section 8.4
 51




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Certificates
 Reasonable Best Efforts
 8.8 Underwriting; Due Diligence .
 Section 8.9 Section 8.7(e)
  52




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##### 



Section 8.2 Section 8.4 Section 8.3 8.3(b)
 Section 8.8(a)
 8.9 Indemnification and Contribution .
 Indemnification by the Company provided however
 53




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##### 



Indemnification by Selling Holders
 Indemnification Procedures Section 8.9 provided provided Section 8.9
 54




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##### 



Contribution Section
8.9 Section 8.9(d) Section 8.9(d) Section 8.9(d)
 Indemnification/Contribution under State Law Section
8.9
 Obligations Not Exclusive Section 8.9
 Survival Section
8.9
 8.10 Cooperation; Information by Selling Holder .
  55




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##### 



Section 8.10
 provided however
 8.11 Rule 144 and Rule 145 .
 8.12 Holdback Agreement . Section 8.2 8.3 provided however
 8.13 Suspension of Sales . Section 8.7(f) Section
8.7(f)
 56




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##### 



Section 8.7(f)
 8.14 Third Party Registration Rights provided Section 7.4 Section 7.4
 ARTICLE IX
TRANSFERS OF INTERESTS
 9.1 Restrictions on Transfer .
 Sections 9.5 9.6 9.7 Section 9.8 Section
9.1(a) Section 9.1(a) Section 9.1(a)
 Section 9.6
 57




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Section
9.6 Section 9.6
  9.2 Notice of Transfer .
  9.3 Transferee Members .
 Section 9.1 Sections 9.5 9.6 9.7 9.8 Section
9.3 Section 9.3
 58




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9.4 No Transfers to Competitors .
 Section 9.6 provided however Section 9.4 Exhibit D Exhibit D
 9.5 Right of First Offer .
 Proposed Transfer Purchaser Selling Members Transfer Notice Section 9.5
 Election Notice Election Period Section 9.1(b) 9.4
 59




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##### 



provided Section 9.5
 Proposed
Transfer Emdeon Selling Members Section 9.5
 Section
9.1(b) 9.4 provided Section 9.5
  Section 9.5(a) (c) Section 9.5 Section 9.1(a) Section 9.1(b) Section 9.6 Section 9.7 provided Section 9.4 Section 9.7 Section 9.6 Section 9.7
 60




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##### 



Section 8.2(a) Section 9.5 Marketable Securities
 Section 9.5
 (i)
    
    The purchase price for the purchase for the relevant
securities shall be paid in cash (by wire transfer of immediately available
funds to an account that is specified in writing by the recipients thereof at
least three (3) business days prior to the date of such closing) or by
certified or official bank check.(ii)
    
    The relevant Members shall deliver all certificates, if any,
which represent the Units to be sold at such closing, duly endorsed for
transfer with signatures guaranteed, to the purchasers thereof and shall
authorize the Company (or the Companys transfer agent, if any) to record in
the Companys books and records the transfer to such purchasers of the shares
of Capital Stock to be sold, including any shares of Capital Stock not
evidenced by certificates.(iii)
    
    The relevant Members shall take all actions the purchasers
shall reasonably request as necessary to vest in the applicable purchasers all
Interest being sold, whether in certificated or uncertificated form, free and
clear of all Encumbrances of any kind.
 Section 9.5 Section 9.5
 9.6 Drag Along Events .
 nd
 61




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(i)
    
    the Emdeon Members may (A) cause a sale of the Company (by
merger, sale of Interests or otherwise) as long as (x) the Company and the
Purchaser Member are first provided the right to acquire the Emdeon Members
Interest pursuant to Section 9.5 hereof and (y) the aggregate sale
price in any such sale of the Company exceeds the greater of (I) the aggregate
sale price implied in the Companys or the Purchaser Members offer to the
Emdeon Members (if any) pursuant to Section 9.5 and (II) the aggregate
sales price implied by the Purchaser Valuation Floor, (B) cause a Refinancing
or Recapitalization Transaction by the Company and a pro rata distribution to
the Members or a redemption of Units by the Company, provided, that,
the Companys Leverage Ratio after giving effect to the incurrence of the
Indebtedness incurred to fund any such Refinancing or Recapitalization
Transaction does not exceed the Closing Leverage Ratio, further
provided, that the aggregate net proceeds to be distributed to each
Member following any such Refinancing or Recapitalization Transaction are not
less than an amount equal to 30% of said Members Contributed Equity; and
 (ii)
    
    the Purchaser Member may (A) cause a sale of the Company (by
merger, sale of Interests or otherwise) as long as (x) the Company and the
Emdeon Members are first provided the right to acquire the Purchaser Members
Interest pursuant to Section 9.5 hereof and (y) the aggregate sale
price in any such sale of the Company exceeds the greater of (I) the aggregate
sale price implied in the offer (if any) made by the Company or the Emdeon
Members to the Purchaser Member and (II) the aggregate sales price implied by
the Emdeon Valuation Floor, (B) cause a Refinancing or Recapitalization
Transaction by the Company and a pro rata distribution to the Members or a
redemption of Units by the Company as long as the Companys Leverage Ratio
after giving effect to the incurrence of the Indebtedness incurred to fund any
such Refinancing or Recapitalization Transaction does not exceed the Closing
Leverage Ratio, further provided, that the aggregate net proceeds to
be distributed to each Member following any such Refinancing or
Recapitalization Transaction are not less than an amount equal to 30% of said
Members Contributed Equity
 Section 9.6(a) Drag Along Events Independent Accounting Firm
 62




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##### 



rd
 Initiating Member provided however
 Section 9.6 Drag-Along Notice provided further Section
12.3(b)
 Section 9.6
 (i)
    
    each of the Members will receive the same proportion (on a
pre-tax basis) of the aggregate consideration from such required sale that
such Member would have received if such aggregate consideration had been
distributed by the Company to the Members in a dissolution of the Company
pursuant to Section 12.3(b); and
 63




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##### 



(ii)
    
    any expenses incurred by the Members in connection with such
transaction will be borne by the Members pro rata based upon their Units being
sold.
 Section 9.6 Section 9.6
  9.7 Tag-Along Right .
 Tag-Along Seller Tag-Along
Sale Transaction Other Member pro rata Tag-Along Right provided however
 Sale Notice Tag-Along Notice
 64




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##### 



Section
9.7(b) pro rata
 Section 9.7
 Section 9.7 Section 9.7
  9.8 Transfers Upon Liquidation of the Financial Investor. Purchaser Equity Owners Section 9.1(b) Section 9.4 Section 9.4
 65




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##### 



Section 9.8
 9.9 Preemptive Rights.
 Preemptive Securities Preemptive
Holder Preemptive Offer Preemptive Offer Period provided Section
9.9 provided
 Preemptive Share
 Preemptive Reoffer Period
  66




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##### 



Section 9.9
 (i)
    
    Profits Interests issued pursuant to a Management Incentive
Plan;(ii)
    
    securities issued by the Company in connection with a Public
Offering;(iii)
    
    securities issued as consideration in acquisitions or
commercial borrowings that are not primarily equity or equity-linked
financings; and(iv)
    
    a subdivision of Units or Interests, any combination of Units
or Interests (including any reverse Unit or Interest split) or any
recapitalization, reorganization, reclassification or conversion of the
Company or any of its Subsidiaries.
 Section 9.9 Section 9.9
 9.10 Emdeon Change of Control .
 Section 8.2(b Section 9.6(a) Article VIII Section 9.6
 9.11 Legend .
   67




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##### 



ARTICLE X
CERTAIN COVENANTS
 10.1 Proprietary Information .
 Proprietary Information provided however
 10.2 Non-Solicitation
 provided Section 10.2 Section 10.2 Section 10.2
 68




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##### 



ARTICLE XI
ACCOUNTING
 11.1 Books of Account; Information Rights .
 Books of Account
 Information Rights
 (i)
    
    As soon as available but in any event not later than twenty
(20) days after the end of each quarterly accounting period, the unaudited
consolidated balance sheet of the Company and its Subsidiaries, if any, as of
the end of each such period, the related unaudited consolidated statements of
operations, stockholders or members equity and cash flows of the Company and
its Subsidiaries, if any, for such quarterly period and for the period from
the beginning of such fiscal year to the end of such quarterly period. All
such financial statements shall be prepared in accordance with GAAP applied on
a consistent basis and be certified by the Companys Chief Financial Officer
or equivalent (and Chief Accounting Officer if such a Chief Accounting Officer
is appointed).(ii)
    
    As soon as available, but in any event no later than
forty-five (45) days after the end of each fiscal year of the Company, (A) a
copy of the audited consolidated balance sheets of the Company and its
Subsidiaries, if any, as of the end of such fiscal year and the related
consolidated statements of operations, stockholders or members equity and
cash flows of the Company and its Subsidiaries stating in comparative form the
figures as of the end of and for the previous fiscal year certified by the
Companys Auditors and (B) a copy of the report, opinion or certification of
the Companys Auditors with respect to (1) the Companys financial statements
for such fiscal year and (2) to the extent required for Parent to comply with
its reporting or other obligations under the Exchange Act or Section 404 of
the United States Sarbanes-Oxley Act of 2002 (as amended, Section
404), a copy of any opinion or certification as would be required for
compliance with such obligations, together with any consents or authorizations
necessary to permit the Company to file or furnish such reports, opinions or
certifications in connection with its Exchange Act reporting obligations. All
such financial statements shall be prepared in accordance with GAAP applied on
a consistent basis and be certified by the Companys Chief Financial Officer
or equivalent (and Chief Accounting Officer if such a Chief Accounting Officer
is appointed).(iii)
    
    As soon as available but in any event not later than twenty
(20) days after the end of each quarterly accounting period, (A) explanations
for any significant movements from the prior quarter in each of the unaudited
consolidated balance sheets and statements of income, stockholders or
 69




---



##### 



members equity and cash flows in conjunction with Section
11.1(b)(i) above, and (B) operating metrics relevant to the Companys
businesses and used by the Companys management for decision making
purposes.(iv)
    
    As soon as available but in any event not later than twenty
(20) days after the end of each monthly accounting period, a copy of the
unaudited monthly management report, which shall include the unaudited
consolidated balance sheet and income statement of the Company and its
Subsidiaries, if any, after the end of such month. All such financial
statements shall be prepared in accordance with GAAP applied on a consistent
basis.(v)
    
    As soon as practicable following Board approval, a copy of
the annual strategic plan and budget of the Company.(vi)
    
    With reasonable promptness, such other information and data
with respect to the Company or any of its Subsidiaries as from time to time
may be reasonably requested by any Member.(vii)
    
    The Company will (and will cause its Subsidiaries to) give
(x) each of the Members, and their respective employees and contract personnel
primarily engaged by such Member and (y) with the reasonable advance notice
to, and the reasonable consent of, the Company (such consent not to be
reasonably withheld, conditioned or delayed), the Members respective outside
accountants, auditors, legal counsel and other authorized representatives and
agents, (i) full access during reasonable business hours to the properties,
assets, books, contracts, commitments, reports and records of the Company and
its Subsidiaries, and furnish to them all such documents, records and
information with respect to the properties, assets and business of the Company
and its Subsidiaries and copies of any work papers relating thereto as the
Members shall from time to time reasonably request; and (ii) reasonable access
during reasonable business hours to the Company, its Subsidiaries and their
respective employees as may be necessary or useful to the Members in their
reasonable judgment in connection with their review of the properties, assets
and business of the Company and its Subsidiaries and the above-mentioned
documents, records and information. Without limiting the generality of the
foregoing, the Company will (and will cause its Subsidiaries to) provide the
Emdeon Members and their accountants and both internal and external auditors
with access to such information and individuals as is reasonably necessary to
conduct a review of the Company and its Subsidiaries (x) within three months
following the Closing Date, (y) twice annually thereafter, and (z) as
reasonably necessary to confirm that any material weakness, significant
deficiency, internal control failure or system fault identified in a notice
delivered or required to be delivered pursuant to Section 11.1(f)
hereof has been remedied.
 Internal Controls over Financial Reporting
 70




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##### 



Compliance Officer Compliance Officers
 Credit Facility Reports
 11.2 Fiscal Year .
  11.3 Tax Returns; Information .
   71




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##### 



11.4 Tax Matters Member .
 Tax Matters Member
  11.5 Withholding Tax Payments and Obligations
  Section 11.5(d) Section 5.1
  72




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##### 



Sections 11.5(a) (b)
 Section 11.5
 Section 11.5(f)
 Section 11.5
 ARTICLE XII
DISSOLUTION AND TERMINATION
 12.1 Liquidating Events .
 Liquidating Events
  73




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##### 



12.2 Bankruptcy .
  12.3 Procedure .
 provided Winding-Up Member Section 12.4(a)
 74




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##### 



(i)
    
    First, to the payment and discharge of all of the Companys
debts and Liabilities to creditors (whether third parties or Members), in the
order of priority as provided by law, except any obligations to the Members in
respect of their Capital Accounts;(ii)
    
    Second, to set up such cash reserves which the Board
reasonably deems necessary for contingent or unforeseen Liabilities of the
Company (which reserves when they become unnecessary shall be distributed in
accordance with the provisions of (iii), below); and(iii)
    
    Thereafter, to the Members, pro rata in accordance with
Section 5.1.
 Section 12.4(a)
  12.4 Rights of Members .
   12.5 Notices of Dissolution .
 Section 12.1
 12.6 Reasonable Time for Winding Up .
  75




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##### 



12.7 No Deficit Restoration .
  ARTICLE XIII
GENERAL
 13.1 Amendments; Waivers .
 provided however
 (i)
    
    modify the limited liability of any Member, or increase in
any material respect the liabilities or obligations of any Member in a manner
that is different or prejudicial relative to all other Members, in each case,
without the consent of each such affected Member;(ii)
    
    materially alter or change any rights, preferences or
privileges of any Interests in a manner that is different or prejudicial
relative to any other Interests, without the approval of a majority in
interest of the Members holding the Interests affected thereby; or(iii)
    
    except in connection with a Liquidity Event, alter or change
the status of the Company as a partnership for federal income tax purposes.
 Exhibit A
  13.2 Further Assurances .
  13.3 Successors and Assigns .
  76




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##### 



13.4 Entire Agreement .
  13.5 Rights of Members Independent .
  13.6 Confidentiality . Section 13.6 Confidential Information provided Section 13.6 provided Section 13.6 Confidential Information
 77




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##### 



Section 13.6 Section 13.6
 13.7 Governing Law .
  13.8 Jurisdiction and Venue . Legal Action Section 13.8
 13.9 Headings .
  13.10 Counterparts .
  13.11 Notices .
 provided
 78




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##### 



If to the Emdeon Members, addressed to:Emdeon CorporationRiver Drive Center 2669 River DriveElmwood Park, New Jersey 07407-1371Telephone: (201) 703-3400Facsimile: (201) 703-3443Attention: General CounselWith copies to:OMelveny & Myers LLP1999 Avenue of the Stars, 7th FloorLos Angeles, CA 90067-6035Telephone: (310) 553-6700Facsimile: (310) 246-6779Attn: Steven L. Grossman, Esq.If to the Purchaser, addressed to:EBS Acquisition LLC3 Pickwick PlazaGreenwich, CT 06830Telephone: (203) 629-8600Facsimile: (203) 618-9207Attn: Matthew NimetzWith copies to:Paul, Weiss, Rifkind, Wharton & Garrison LLP1285 Avenue of the AmericasNew York, NY 10019-6064Telephone: 212-373-3436Facsimile: 212-492-0436Attn: Douglas A. Cifu, Esq.If to the Company, addressed to:EBS Master LLC3 Pickwick PlazaGreenwich, CT 06830Telephone: (203) 629-8600Facsimile: (203) 618-9207Attn: Chief Executive Officerwith copies to the Emdeon Members and the Purchaser.
 Section 13.11
 79




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##### 



13.12 Representation By Counsel; Interpretation .
  13.13 Severability .
 provided
 13.14 Expenses .
  13.15 Third Parties .
 Section 6.10
 Signatures on Next Page
 80




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##### 



IN WITNESS WHEREOF
 COMPANY: 
EBS MASTER LLCBy:

/s/
Bob A. Newport, Jr.Name:
    Bob A. Newport, Jr.Its: Chief Financial Officer MEMBERS:
EBS HOLDCO, INC.By:

/s/
Kevin M. CameronName:
    Kevin M. CameronIts: Chief Executive Officer ENVOY/ExpressBill, Inc.By:

/s/
Kevin M. CameronName:
    Kevin M. CameronIts: Chief Executive Officer EBS ACQUISITION LLCBy:
    /s/ Christopher LanningName:
    Christopher LanningIts: Executive VP and Secretary




---



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List
of Exhibits